10-Q 1 a10q2012q2.htm FORM 10-Q 10Q 2012.Q2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland
 
86-1062192
(State or other jurisdiction of incorporation or organization)
 
(IRS employer identification number)
 
 
 
14185 Dallas Parkway, Suite 1100
 
 
Dallas, Texas
 
75254
(Address of principal executive offices)
 
(Zip code)

(972) 490-9600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filer
þ
 
Accelerated filer
¨
Non-accelerated filer
¨
 
Smaller reporting company
¨
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share
 
68,163,909
(Class)
 
Outstanding at August 3, 2012



ASHFORD HOSPITALITY TRUST, INC
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2012

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
 
PART II. OTHER INFORMATION
 



PART I. FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
June 30,
2012
 
December 31,
2011
Assets
(Unaudited)
Investment in hotel properties, net
$
2,929,113

 
$
2,957,899

Cash and cash equivalents
139,466

 
167,609

Restricted cash
76,558

 
84,069

Accounts receivable, net of allowance of $246 and $212, respectively
41,167

 
28,623

Inventories
2,366

 
2,371

Notes receivable
11,262

 
11,199

Investment in unconsolidated joint ventures
169,246

 
179,527

Investments in securities and other
30,739

 
21,374

Deferred costs, net
18,265

 
17,421

Prepaid expenses
13,897

 
11,308

Derivative assets
22,253

 
37,918

Other assets
5,467

 
4,851

Intangible asset, net
2,765

 
2,810

Due from third-party hotel managers
62,115

 
62,747

Total assets
$
3,524,679

 
$
3,589,726

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Indebtedness
$
2,318,943

 
$
2,362,458

Accounts payable and accrued expenses
94,232

 
82,282

Dividends payable
18,260

 
16,941

Unfavorable management contract liabilities
12,482

 
13,611

Due to related party, net
2,330

 
2,569

Due to third-party hotel managers
2,146

 
1,602

Liabilities associated with investments in securities and other
9,953

 
2,246

Other liabilities
5,435

 
5,400

Total liabilities
2,463,781

 
2,487,109

 
 
 
 
Redeemable noncontrolling interests in operating partnership
126,466

 
112,796

 
 
 
 
Equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
 
 
 
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at June 30, 2012 and 1,487,900 shares issued and outstanding at December 31, 2011
17

 
15

Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at June 30, 2012 and 8,966,797 shares issued and outstanding at December 31, 2011
95

 
90

Series E Cumulative Preferred Stock, 4,630,000 shares issued and outstanding
46

 
46

Common stock, $0.01 par value, 200,000,000 shares authorized, 124,896,765 shares issued, 68,163,909 and 68,032,289 shares outstanding, respectively
1,249

 
1,249

Additional paid-in capital
1,761,158

 
1,746,259

Accumulated other comprehensive loss
(261
)
 
(184
)
Accumulated deficit
(679,533
)
 
(609,272
)
Treasury stock, at cost (56,732,856 shares and 56,864,476 shares, respectively)
(164,829
)
 
(164,796
)
Total shareholders’ equity of the Company
917,942

 
973,407

Noncontrolling interests in consolidated joint ventures
16,490

 
16,414

Total equity
934,432

 
989,821

Total liabilities and equity
$
3,524,679

 
$
3,589,726

See Notes to Consolidated Financial Statements.

1

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2012
 
2011
 
2012
 
2011
REVENUE
(Unaudited)
 
(Unaudited)
Rooms
$
194,188

 
$
177,040

 
$
368,736

 
$
339,789

Food and beverage
44,415

 
41,242

 
86,117

 
79,649

Rental income from operating leases
—

 
1,484

 
—

 
2,704

Other
10,453

 
10,253

 
20,015

 
19,599

Total hotel revenue
249,056

 
230,019

 
474,868

 
441,741

Asset management fees and other
77

 
80

 
152

 
148

Total Revenue
249,133

 
230,099

 
475,020

 
441,889

EXPENSES
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Rooms
42,852

 
39,205

 
82,590

 
76,251

Food and beverage
28,758

 
27,121

 
57,401

 
53,602

Other expenses
75,715

 
68,928

 
145,061

 
134,402

Management fees
10,047

 
9,184

 
19,198

 
18,043

Total hotel operating expenses
157,372

 
144,438

 
304,250

 
282,298

Property taxes, insurance, and other
10,525

 
11,769

 
22,680

 
22,656

Depreciation and amortization
34,184

 
33,027

 
68,539

 
65,804

Impairment charges
4,025

 
(4,316
)
 
3,933

 
(4,656
)
Gain on insurance settlements
—

 
(1,905
)
 
—

 
(1,905
)
Transaction acquisition costs
—

 
406

 
—

 
(818
)
Corporate, general, and administrative
11,930

 
11,005

 
22,176

 
24,888

Total Operating Expenses
218,036

 
194,424

 
421,578

 
388,267

OPERATING INCOME
31,097

 
35,675

 
53,442

 
53,622

Equity in earnings (loss) of unconsolidated joint ventures
23

 
(2,301
)
 
(10,281
)
 
25,824

Interest income
22

 
23

 
54

 
59

Other income
6,703

 
18,157

 
14,317

 
66,160

Interest expense and amortization of loan costs
(36,589
)
 
(34,808
)
 
(71,794
)
 
(69,386
)
Unrealized gain on investments
1,628

 
39

 
3,413

 
39

Unrealized loss on derivatives
(7,458
)
 
(17,733
)
 
(17,399
)
 
(34,550
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(4,574
)
 
(948
)
 
(28,248
)
 
41,768

Income tax expense
(1,366
)
 
(285
)
 
(2,245
)
 
(1,329
)
INCOME (LOSS) FROM CONTINUING OPERATIONS
(5,940
)
 
(1,233
)
 
(30,493
)
 
40,439

Loss from discontinued operations
—

 
(6,029
)
 
—

 
(3,819
)
NET INCOME (LOSS)
(5,940
)
 
(7,262
)
 
(30,493
)
 
36,620

(Income) loss from consolidated joint ventures attributable to noncontrolling interests
(54
)
 
(438
)
 
224

 
(1,369
)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
1,180

 
3,389

 
4,238

 
(1,729
)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
(4,814
)
 
(4,311
)
 
(26,031
)
 
33,522

Preferred dividends
(8,490
)
 
(24,771
)
 
(16,822
)
 
(31,326
)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
(13,304
)
 
$
(29,082
)
 
$
(42,853
)
 
$
2,196

 
 
 
 
 
 
 
 
INCOME (LOSS) PER SHARE - BASIC AND DILUTED:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to common shareholders
$
(0.20
)
 
$
(0.40
)
 
$
(0.64
)
 
$
0.11

Loss from discontinued operations attributable to common shareholders
—

 
(0.09
)
 
—

 
(0.07
)
Net income (loss) attributable to common shareholders
$
(0.20
)
 
$
(0.49
)
 
$
(0.64
)
 
$
0.04

Weighted average common shares outstanding – basic
67,639

 
59,482

 
67,396

 
58,157

Diluted:
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to common shareholders
$
(0.20
)
 
$
(0.40
)
 
$
(0.64
)
 
$
0.11

Loss from discontinued operations attributable to common shareholders
—

 
(0.09
)
 
—

 
(0.07
)
Net income (loss) attributable to common shareholders
$
(0.20
)
 
$
(0.49
)
 
$
(0.64
)
 
$
0.04

Weighted average common shares outstanding – diluted
67,639

 
59,482

 
67,396

 
58,157

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.11

 
$
0.10

 
$
0.22

 
$
0.20

 
 
 
 
 
 
 
 
Amounts attributable to common shareholders:
 
 
 
 
 
 
 
Income (loss) from continuing operations, net of tax
$
(4,814
)
 
$
969

 
$
(26,031
)
 
$
37,768

Loss from discontinued operations, net of tax
—

 
(5,280
)
 
—

 
(4,246
)
Preferred dividends
(8,490
)
 
(24,771
)
 
(16,822
)
 
(31,326
)
Net income (loss) attributable to common shareholders
$
(13,304
)
 
$
(29,082
)
 
$
(42,853
)
 
$
2,196

See Notes to Consolidated Financial Statements.

2

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2012
 
2011
 
2012
 
2011
 
(Unaudited)
 
(Unaudited)
Net income (loss)
$
(5,940
)
 
$
(7,262
)
 
$
(30,493
)
 
$
36,620

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Change in unrealized loss on derivatives
(102
)
 
(24
)
 
(111
)
 
(16
)
Reclassification to interest expense
11

 
206

 
23

 
392

Total other comprehensive income (loss)
(91
)
 
182

 
(88
)
 
376

Comprehensive income (loss)
(6,031
)
 
(7,080
)
 
(30,581
)
 
36,996

Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated joint ventures
(54
)
 
(479
)
 
224

 
(1,445
)
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership
1,180

 
3,372

 
4,238

 
(1,766
)
Comprehensive income (loss) attributable to the Company
$
(4,905
)
 
$
(4,187
)
 
$
(26,119
)
 
$
33,785


See Notes to Consolidated Financial Statements.

3

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
 
Preferred Stock
 
 
 
Additional
Paid In
Capital
 
 
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
Noncontrolling
Interests In
Consolidated
Joint Ventures
 
 
 

Noncontrolling
Interests in
Operating
Partnership
 
Series A
 
Series D
 
Series E
 
Common Stock
 
 
Accumulated
Deficit
 
 
Treasury Stock
 
 
 
 
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Shares
 
Amounts
 
Shares
 
Amounts
 
 
 
 
Shares
 
Amounts
 
 
Total
 
Balance at January 1, 2012
1,488

 
$
15

 
8,967

 
$
90

 
4,630

 
$
46

 
124,897

 
$
1,249

 
$
1,746,259

 
$
(609,272
)
 
$
(184
)
 
(56,864
)
 
$
(164,796
)
 
$
16,414

 
$
989,821

 
$
112,796

Equity-based Compensation
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,788

 
—

 
—

 
—

 
—

 
—

 
1,788

 
7,623

Forfeitures of Restricted Common Shares
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
56

 
—

 
—

 
(73
)
 
(589
)
 
—

 
(533
)
 
—

Issuance of Restricted Shares/Units
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(556
)
 
—

 
—

 
204

 
556

 
—

 
—

 
64

Issuances of Preferred Shares
169

 
2

 
502

 
5

 
—

 
—

 
—

 
—

 
15,976

 
—

 
—

 
—

 
—

 
—

 
15,983

 
—

Dividends Declared- Common Shares
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(14,998
)
 
—

 
—

 
—

 
—

 
(14,998
)
 
—

Dividends Declared- Preferred Shares- Series A
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,746
)
 
—

 
—

 
—

 
—

 
(1,746
)
 
—

Dividends Declared- Preferred Shares- Series D
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,867
)
 
—

 
—

 
—

 
—

 
(9,867
)
 
—

Dividends Declared – Preferred Shares- Series E
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,209
)
 
—

 
—

 
—

 
—

 
(5,209
)
 
—

Net Unrealized Loss on Derivative Instruments
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(98
)
 
—

 
—

 
—

 
(98
)
 
(13
)
Reclassification to Interest Expense
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
21

 
—

 
—

 
—

 
21

 
2

Contributions from Noncontrolling Interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
300

 
300

 
—

Distributions to Noncontrolling Interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(4,543
)
Redemption Value Adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(12,410
)
 
—

 
—

 
—

 
—

 
(12,410
)
 
12,410

Unvested Operating Partnership Units Adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(2,365
)
 
—

 
—

 
—

 
—

 
—

 
(2,365
)
 
2,365

Net Loss
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(26,031
)
 
—

 
—

 
—

 
(224
)
 
(26,255
)
 
(4,238
)
Balance at June 30, 2012
1,657

 
$
17

 
9,469

 
$
95

 
4,630

 
$
46

 
124,897

 
$
1,249

 
$
1,761,158

 
$
(679,533
)
 
$
(261
)
 
(56,733
)
 
$
(164,829
)
 
$
16,490

 
$
934,432

 
$
126,466


See Notes to Consolidated Financial Statements.

4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Six Months Ended
June 30,
 
2012
 
2011
Cash Flows from Operating Activities
(Unaudited)
Net income (loss)
$
(30,493
)
 
$
36,620

Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
 
 
 
Depreciation and amortization
68,539

 
66,196

Impairment charges
3,933

 
1,581

Gain on insurance settlements
—

 
(1,905
)
Amortization of loan costs, write-off of loan costs, and exit fees
2,678

 
3,338

Equity in (earnings) loss of unconsolidated joint ventures
10,281

 
(25,824
)
Income from financing derivatives
(15,935
)
 
(36,160
)
Gain on disposition of hotel properties
—

 
(2,961
)
Realized and unrealized gains on trading securities
(1,730
)
 
(39
)
Purchases of trading securities
(32,739
)
 
—

Sales of trading securities
32,538

 
—

Net settlement of trading derivatives
(1,435
)
 
—

Unrealized loss on derivatives
17,399

 
34,550

Equity-based compensation
9,369

 
5,360

Changes in operating assets and liabilities:
 
 
 
Restricted cash
7,511

 
(6,591
)
Accounts receivable and inventories
(13,123
)
 
(12,148
)
Prepaid expenses and other assets
(3,249
)
 
(3,247
)
Accounts payable and accrued expenses
14,817

 
8,844

Due to/from related parties
(239
)
 
(744
)
Due to/from third-party hotel managers
1,176

 
(5,713
)
Other liabilities
(1,094
)
 
(1,080
)
Net cash provided by operating activities
68,204

 
60,077

 
 
 
 
Cash Flows from Investing Activities
 
 
 
Proceeds from payments of notes receivable
123

 
22,487

Net proceeds from sales of hotel properties
—

 
144,077

Investment in unconsolidated joint venture
—

 
(145,750
)
Acquisition of condominium properties
—

 
(12,000
)
Improvements and additions to hotel properties
(44,086
)
 
(28,348
)
Insurance proceeds
—

 
748

Net cash used in investing activities
(43,963
)
 
(18,786
)
 
 
 
 
Cash Flows from Financing Activities
 
 
 
Borrowings on indebtedness
135,000

 
25,000

Repayments of indebtedness and capital leases
(180,912
)
 
(150,494
)
Payments of deferred loan costs
(3,666
)
 
(2,369
)
Payments of dividends
(35,044
)
 
(21,909
)
Payments for derivatives
(137
)
 
(25
)
Cash income from derivatives
16,028

 
36,407

Issuance of common stock
—

 
2,814

Issuances of preferred stock
15,983

 
80,832

Contributions from noncontrolling interests in consolidated joint ventures
300

 
—

Distributions to noncontrolling interests in consolidated joint ventures
—

 
(3,000
)
Repurchase of Series B-1 preferred stock
—

 
(72,986
)
Other
64

 
970

Net cash used in financing activities
(52,384
)
 
(104,760
)
 
 
 
 
Net decrease in cash and cash equivalents
(28,143
)
 
(63,469
)
Cash and cash equivalents at beginning of period
167,609

 
217,690

Cash and cash equivalents at end of period
$
139,466


$
154,221

Supplemental Cash Flow Information
 
 
 
Interest paid
$
68,873

 
$
66,273

Income taxes (refunded) paid
$
(204
)
 
$
1,551

Supplemental Disclosure of Non-Cash Investing and Financing Activity
 
 
 
Accrued interest added to principal of indebtedness
$
2,397

 
$
2,111

Asset contributed to unconsolidated joint venture
$
—

 
$
15,000


See Notes to Consolidated Financial Statements.

5

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford”), is a self-advised real estate investment trust (“REIT”) focused on investing in the hospitality industry across all segments and in all methods including direct real estate, securities, equity, and debt. We commenced operations in August 2003 with the acquisition of six hotels in connection with our initial public offering. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership ("AHLP"), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford, serves as the sole general partner of our operating partnership. In this report, terms such as the "Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.

As of June 30, 2012, we owned interests in the following hotel properties (all located in the United States):
•92 hotel properties directly and four hotel properties through majority-owned investments in consolidated joint ventures, which represents 20,656 total rooms (or 20,395 net rooms excluding those attributable to our joint venture partners),
•28 hotel properties through a 71.74% common equity interest and a 50.0% preferred equity interest in an unconsolidated joint venture (“PIM Highland JV”), which represents 8,084 total rooms (or 5,800 net rooms excluding those attributable to our joint venture partner), and
•94 hotel condominium units at WorldQuest Resort in Orlando, Florida.

As of June 30, 2012, we also owned two notes receivable: a mezzanine loan with a carrying value of $3.2 million and a city government note of $8.1 million.

For federal income tax purposes, we elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2012, our 96 consolidated hotel properties ("legacy hotel properties") were leased or owned by our wholly owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations. As of June 30, 2012, the 28 hotel properties owned by our unconsolidated joint venture, PIM Highland JV, are leased to its wholly owned subsidiary that is treated as a taxable REIT subsidiary for federal income tax purposes.

As of June 30, 2012, Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Archie Bennett, Jr., our Chairman, and Mr. Monty J. Bennett, our Chief Executive Officer, managed 45 of our 96 legacy hotel properties, 21 of the 28 PIM Highland JV hotel properties, and WorldQuest Resort. Third-party management companies managed the remaining hotel properties.

2.
Significant Accounting Policies

Basis of Presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford, its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our 2011 Annual Report to Shareholders on Form 10-K and Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on February 28, 2012 and March 26, 2012, respectively.

The following items affect reporting comparability related to our consolidated financial statements:

•
Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

6
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

•
Marriott International, Inc. (“Marriott”) manages 40 of our legacy hotel properties. For these Marriott-managed hotels, the fiscal year reflects twelve weeks of operations in each of the first three quarters of the year and 16 weeks for the fourth quarter of the year. Therefore, in any given quarterly period, period-over-period results will have different ending dates. For Marriott-managed hotels, the second quarters of 2012 and 2011 ended June 15 and June 17, respectively.

Use of Estimates – The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Investments in Hotel Properties – Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford's formation in 2003 are stated at the predecessor's historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned joint ventures, the carrying basis attributable to the joint venture partners' minority ownership is recorded at the predecessor's historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the joint ventures. All improvements and additions which extend the useful life of the hotel properties are capitalized.

Impairment of Investment in Hotel Properties – Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We test impairment by using current or projected cash flows over the estimated useful life of the asset. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. We may also use fair values of comparable assets. If an asset is deemed to be impaired, we record an impairment charge for the amount that the property's net book value exceeds its estimated fair value. For the three and six months ended June 30, 2012, we recognized an impairment charge of $4.1 million related to our Hilton hotel property in Tucson, Arizona, which is included in continuing operations. For the three and six months ended June 30, 2011, no impairment charges were recorded for investment in hotel properties included in continuing operations.

Notes Receivable – Mezzanine loan financing, classified as notes receivable, represents loans held for investment and intended to be held to maturity. Accordingly, these notes are recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the three and six months ended June 30, 2012 and 2011.

Variable interest entities (“VIEs”), as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIEs do not effectively disperse risks among the parties involved. Our remaining mezzanine note receivable at June 30, 2012 is secured by a hotel property and is subordinate to the controlling interest in the secured hotel property. Although the note receivable is considered to be a variable interest in the entity that owns the related hotel, we are not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we do not consolidate the hotel property for which we have provided financing. We will evaluate interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Impairment of Notes Receivable – We review notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable judgment and estimates. No impairment charges were recorded during the three and six months ended June 30, 2012 and 2011. Valuation adjustments of $95,000 and $187,000 on previously impaired notes were credited to impairment charges during the three and six months ended

7
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

June 30, 2012, respectively. Valuation adjustments of $4.3 million and $4.7 million on previously impaired notes were credited to impairment charges during the three and six months ended June 30, 2011, respectively.
  
Investments in Unconsolidated Joint Ventures – Investments in unconsolidated joint ventures, in which we have ownership interests ranging from 14.4% to 71.74%, are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the joint ventures' net income (loss). We review investments in our unconsolidated joint ventures for impairment in each reporting period. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity earnings (loss) in unconsolidated joint ventures. No such impairments were recorded in the three and six months ended June 30, 2012 and 2011.

Our investments in unconsolidated joint ventures are considered to be variable interests in the underlying entities. VIEs, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that the VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct our unconsolidated joint ventures’ activities and operations, we are not considered to be the primary beneficiary of these joint ventures. Although we have a 71.74% majority ownership in PIM Highland JV, all major decisions related to the joint venture, including establishment of policies and operating procedures with respect to business affairs and incurring obligations and expenditures, are subject to the approval of an executive committee, which is comprised of four persons with us and our joint venture partner each designating two of those persons. As a result, we utilize the equity accounting method with respect to PIM Highland JV, which had a carrying value of $169.2 million at June 30, 2012 based on our share of the joint venture’s equity. We will evaluate the interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Assets Held for Sale and Discontinued Operations – We classify assets as held for sale when management has obtained a firm commitment from a buyer and consummation of the sale is considered probable and expected within one year. In addition, we deconsolidate a property when it becomes subject to the control of a government, court, administrator, or regulator and we effectively lose control of the property/subsidiary. When deconsolidating a property/subsidiary, we recognize a gain or loss in net income measured as the difference between the combined fair values of any consideration received plus any retained noncontrolling investment in the former subsidiary at the date the subsidiary is deconsolidated and the carrying amount of the former property/subsidiary. The related operations of assets held for sale are reported as discontinued if a) such operations and cash flows can be clearly distinguished, both operationally and financially, from our ongoing operations, b) such operations and cash flows will be eliminated from ongoing operations once the disposal occurs, and c) we will not have any significant continuing involvement subsequent to the disposal.

During the three and six months ended June 30, 2012, no hotel properties were classified as assets held for sale or reported as discontinued operations. During the three and six months ended June 30, 2011, assets held for sale and discontinued operations included four hotel properties, of which a net gain of $3.0 million was recognized related to the three hotels sold during the six months ended June 30, 2011 and an impairment charge of $6.2 million was recognized related to the fourth hotel which was under contract to sell at June 30, 2011.     

Investments in Securities and Other – Securities and other investments, including U.S. treasury bills, stocks, and put and call options of certain publicly traded companies, are recorded at fair value. Put and call options are considered derivatives. The fair value of these investments is based on the closing price as of the balance sheet date and is reported as “Investments in securities and other” or “Liabilities associated with investments in securities and other” in the consolidated balance sheets. On the consolidated statements of operations, net investment income, including interest income (expense), dividends and related costs incurred, and realized gains or losses, is reported as a component of “Other income” while unrealized gains and losses on these investments are reported as “Unrealized gain (loss) on investments."

Revenue Recognition – Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking, and space rentals, are recognized when services have been rendered. In 2011, rental income represents income from leasing a hotel property to a third-party tenant on a triple-net operating lease, which included base rent recognized on a straight-line basis over the lease term and variable rent recognized when earned. The remaining 11% ownership in this hotel property was assigned to us in December 2011 and the lease agreement was canceled. Interest income is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received. Asset management fees are recognized when services are rendered. Sales taxes collected from customers

8
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

and submitted to taxing authorities are not recorded in revenue.

Derivatives and Hedges – We primarily use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR (Revenue per Available Room). Interest rate derivatives could include swaps, caps, floors, flooridors, and corridors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. We also use credit default swaps to hedge financial and capital market risk. All these derivatives are subject to master netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral.

Derivatives are recorded at fair value and reported as “Derivative assets” or “Derivative liabilities” while credit default swaps are recorded at fair value as “Investments in securities and other” or “Liabilities associated with investments in securities and other” in the consolidated balance sheets. Accrued interest on non-hedge designated interest rate derivatives is included in “Accounts receivable, net” in the consolidated balance sheets. For interest rate derivatives designated as cash flow hedges:

a) the effective portion of changes in fair value is initially reported as a component of “Accumulated Other Comprehensive Income (Loss)” (“OCI”) in the equity section of the consolidated balance sheets and reclassified to interest expense in the consolidated statements of operations in the period during which the hedged transaction affects earnings, and

b) the ineffective portion of changes in fair value is recognized directly in earnings as “Unrealized gain (loss) on derivatives” in the consolidated statements of operations.

For non-hedge designated interest rate derivatives and credit default swaps, changes in fair value are recognized in earnings as “Unrealized gain (loss) on derivatives” in the consolidated statements of operations.

Income Taxes - As a REIT, we generally will not be subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions.

Recently Adopted Accounting Standards – In May 2011, the FASB issued accounting guidance for common fair value measurement and disclosure requirements. The guidance requires disclosures of (i) quantitative information about the significant unobservable inputs used for level 3 measurements; (ii) description of the valuation processes surrounding level 3 measurements; (iii) narrative description of the sensitivity of recurring level 3 measurements to unobservable inputs; (iv) hierarchy classification for items whose fair value is only disclosed in the footnotes; and (v) any transfers between level 1 and 2 of the fair value hierarchy. The new accounting guidance is effective during interim and annual periods beginning after December 15, 2011. We have adopted this accounting guidance and made the additional required disclosures in Notes 10, 11, and 12. The adoption of this accounting guidance did not affect our financial position or results of operations.
 
Recently Issued Accounting Standards – In December 2011, the FASB issued accounting guidance to clarify how to determine whether a reporting entity should derecognize the in-substance real estate upon loan defaults when it ceases to have a controlling interest in a subsidiary that is in-substance real estate. Under this guidance, a reporting entity would not satisfy the requirements to derecognize the in-substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related non-recourse indebtedness. That is, even if the reporting entity ceases to have a controlling financial interest, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. The new accounting guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. We will adopt the new derecognition requirements when a derecognition event occurs and do not expect the adoption will have a material impact on our financial position and results of operations.

In December 2011, the FASB issued accounting guidance to require disclosures about offsetting assets and liabilities. Entities are required to disclose both gross and net information about both instruments and transactions eligible for offset in the

9
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities-borrowing and securities-lending arrangements. The new accounting guidance is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013 and the disclosures should be reported retrospectively for all comparative periods presented. We do not expect any material impact on our financial position and results of operations from the adoption of this accounting guidance but will make the required additional disclosures upon adoption.

Reclassifications – Certain amounts in the consolidated financial statements for the three and six months ended June 30, 2011 have been reclassified to conform with the 2012 presentation. These reclassifications have no effect on our cash flows, equity, or net income (loss) previously reported.

3.
Summary of Significant Transactions

Credit Facility Capacity Expansion - On February 21, 2012, we expanded our borrowing capacity under our $105.0 million senior credit facility to an aggregate $145.0 million, with the option, subject to lender approval, to further expand the facility to an aggregate size of $225.0 million.

At-the-Market Preferred Stock Offering – On March 2, 2012, we commenced issuances of preferred stock under our at-the-market (“ATM”) program with an investment banking firm pursuant to which we may issue up to 700,000 shares of 8.55% Series A Cumulative Preferred Stock and up to 700,000 shares of 8.45% Series D Cumulative Preferred Stock at market prices up to $30.0 million in total proceeds. During the three and six months ended June 30, 2012, we issued 48,575 and 169,306 shares of 8.55% Series A Cumulative Preferred Stock for $1.2 million and $4.2 million gross proceeds, respectively, and 252,227 and 501,909 shares of 8.45% Series D Cumulative Preferred Stock for $6.2 million and $12.3 million gross proceeds, respectively. Such proceeds, net of commissions and other expenses, were $7.3 million and $16.0 million for the three and six months ended June 30, 2012, respectively.

Refinanced our $167.2 Million Mortgage Loan - On May 9, 2012, we refinanced our $167.2 million mortgage loan, due May 2012, having an interest rate of LIBOR plus 1.65%, with a $135.0 million mortgage loan, due May 2014, having an interest rate of LIBOR plus 6.50%. Our Doubletree Guest Suites hotel property in Columbus, Ohio, which was one of ten hotels securing our $167.2 million mortgage loan, is no longer encumbered as nine hotels secure our $135.0 million mortgage loan.

4.
Investments in Hotel Properties

Investments in hotel properties consisted of the following (in thousands):
 
June 30,
2012
 
December 31,
2011
 
 
 
 
Land
$
486,458

 
$
487,184

Buildings and improvements
2,790,569

 
2,779,828

Furniture, fixtures, and equipment
304,897

 
276,292

Construction in progress
5,374

 
5,841

Condominium properties
12,691

 
12,661

Total cost
3,599,989

 
3,561,806

Accumulated depreciation
(670,876
)
 
(603,907
)
Investment in hotel properties, net
$
2,929,113

 
$
2,957,899


At June 30, 2012, our Hilton hotel property in Tucson, Arizona, which is included in continuing operations, had a reasonable probability of being sold or foreclosed upon as operating cash flows are not anticipated to cover principal and interest payments of the related $19.7 million debt secured by this hotel. In addition, regarding this loan, we did not make our $93,500 interest payment due on August 1, 2012. Based on our assessment, which included marketing this hotel for sale, we concluded that the carrying value of this asset would not be recoverable. Consequently, in the second quarter of 2012, we recognized an impairment charge of $4.1 million related to this hotel, which reduced its carrying value to $19.7 million and represents our estimate of its fair value. The impairment charge was based on methodologies discussed in Note 2, which are considered level 3

10
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

valuation techniques.

5.
Notes Receivable

As of June 30, 2012 and December 31, 2011, in connection with the restructuring of a joint venture, we owned a note receivable of $8.1 million from a city government. The note bears interest at a rate of 12.85% and matures in 2018.

In addition, as of June 30, 2012 and December 31, 2011, we had one mezzanine loan receivable with a net carrying value of $3.2 million and $3.1 million, respectively, net of a valuation allowance of $8.5 million and $8.7 million, respectively. This note is secured by one hotel property, bears interest at a rate of 6.09%, and matures in 2017. All required payments on this loan are current. Ongoing payments are treated as reductions of carrying value with related valuation allowance adjustments recorded as credits to impairment charges.

6.
Investment in Unconsolidated Joint Ventures
    
Effective March 10, 2011, PIM Highland JV, a 28-hotel-property portfolio, became an investment in unconsolidated joint venture when we acquired a 71.74% common equity interest and a $25.0 million, or 50%, preferred equity interest earning an accrued but unpaid 15% annual return with priority over common equity distributions. Although we have majority ownership in PIM Highland JV, all major decisions related to the joint venture, including establishment of policies and operating procedures with respect to business affairs and incurring obligations and expenditures, are subject to the approval of an executive committee, which is comprised of four persons with us and our joint venture partner each designating two of those persons. As a result, we utilize the equity accounting method with respect to PIM Highland JV, which had a carrying value of $169.2 million and $179.5 million at June 30, 2012 and December 31, 2011, respectively. Upon its inception in 2011, PIM Highland JV recognized a gain of $82.1 million (which was finalized in the fourth quarter of 2011), of which our share was $46.3 million, related to a bargain purchase and settlement of a preexisting relationship.

Mortgage and mezzanine loans securing PIM Highland JV are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by the lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, the carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition. 

The following tables summarize the consolidated balance sheets as of June 30, 2012 and December 31, 2011 and the consolidated statements of operations for the three and six months ended June 30, 2012, the three months ended June 30, 2011, and the period from March 10, 2011 (inception) through June 30, 2011 of the PIM Highland JV (in thousands):
PIM Highland JV
Consolidated Balance Sheets
 
June 30,
2012
 
December 31,
2011
Total assets
$
1,395,569

 
$
1,400,264

 
 
 
 
Total liabilities
1,141,339

 
1,132,977

Members' equity
254,230

 
267,287

Total liabilities and members' equity
$
1,395,569

 
$
1,400,264

 
 
 
 
Our ownership interest in PIM Highland JV
$
169,246

 
$
179,527



11
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

PIM Highland JV
Consolidated Statements of Operations
 
 
 
 
 
 
 
Period
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
From March 10
 to June 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
Total revenue
$
112,802

 
$
107,995

 
$
206,054

 
$
131,474

Deprecation and amortization
(18,026
)
 
(17,672
)
 
(35,811
)
 
(23,522
)
Corporate, general, and administrative
(1,133
)
 
(797
)
 
(2,074
)
 
(970
)
Other operating expenses
(76,010
)
 
(75,110
)
 
(147,351
)
 
(108,888
)
Operating income (loss)
17,633

 
14,416

 
20,818

 
(1,906
)
Interest expense and amortization of loan costs
(15,863
)
 
(15,006
)
 
(31,366
)
 
(18,874
)
Gain recognized at acquisition (1)
—

 
—

 
—

 
75,372

Other expenses
(1
)
 
(1,049
)
 
(45
)
 
(1,639
)
Income tax expense
(1,089
)
 
(1,568
)
 
(2,463
)
 
(1,807
)
Net income (loss)
$
680

 
$
(3,207
)
 
$
(13,056
)
 
$
51,146

 
 
 
 
 
 
 
 
Our equity in earnings (loss) of PIM Highland JV
$
23

 
$
(2,301
)
 
$
(10,281
)
 
$
25,824


(1) In the fourth quarter of 2011, upon completion of the purchase price allocation, this gain was adjusted to $82.1 million.

Additionally, as of June 30, 2012 and December 31, 2011, we had a 14.4% subordinated beneficial interest in a trust that holds the Four Seasons hotel property in Nevis, which had a zero carrying value.

7.
Assets Held for Sale and Discontinued Operations

During the six months ended June 30, 2011, we a) recognized a net gain of $3.0 million related to sales of the JW Marriott San Francisco in California, the Hilton Rye Town in New York, and the Hampton Inn Houston in Texas, which were sold during that period, and b) recognized an impairment charge of $6.2 million related to the Hampton Inn hotel in Jacksonville, Florida, which was sold in the third quarter of 2011. Operating results of these hotel properties are reported as discontinued operations for all periods presented. No hotel properties were recorded as discontinued operations for the three and six months ended June 30, 2012.

The following table summarizes the operating results of the discontinued hotel properties (in thousands):

12
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2011
 
 
2011
 
 
 
 
 
 
Hotel revenues
 
$
747

 
 
$
10,248

Hotel operating expenses
 
(415
)
 
 
(7,910
)
Operating income
 
332

 
 
2,338

Property taxes, insurance, and other
 
(86
)
 
 
(769
)
Depreciation and amortization
 
(196
)
 
 
(392
)
Impairment charges
 
(6,237
)
 
 
(6,237
)
Gain on disposal of properties
 
158

 
 
2,961

Interest expense and amortization of loan costs
 
—

 
 
(687
)
Write-off of premiums, loan costs, and exit fees
 
—

 
 
(948
)
Loss from discontinued operations before income tax expense
 
(6,029
)
 
 
(3,734
)
Income tax expense
 
—

 
 
(85
)
Loss from discontinued operations
 
(6,029
)
 

(3,819
)
Income from discontinued operations attributable to noncontrolling interest in consolidated joint venture
 
—

 
 
(1,031
)
Loss from discontinued operations attributable to redeemable noncontrolling interest in operating partnership
 
749

 
 
604

Loss from discontinued operations attributable to the Company
 
$
(5,280
)
 

$
(4,246
)

13
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


8.
Indebtedness

Indebtedness consisted of the following (in thousands):

Indebtedness
Collateral
Maturity
Interest Rate
 
June 30, 2012
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
Mortgage loan
2 hotels
Aug-13
LIBOR (1) + 2.75%
 
$
143,667

 
$
145,667

 
Mortgage loan (3)
5 hotels
Mar-14
LIBOR (1) + 4.50%
 
176,400

 
178,400

 
Mortgage loan
1 hotel
May-14
8.32%
 
5,381

 
5,476

 
Mortgage loan (2)
9 hotels
May-14
LIBOR (1) + 6.5%
 
135,000

 
167,202

 
Senior credit facility (4)
Various
Sep-14
LIBOR (1) + 2.75% to 3.5%
 
—

 
—

 
Mortgage loan
1 hotel
Dec-14
Greater of 5.5% or LIBOR (1) + 3.5%
 
19,740

 
19,740

 
Mortgage loan
8 hotels
Dec-14
5.75%
 
105,787

 
106,863

 
Mortgage loan
10 hotels
Jul-15
5.22%
 
154,172

 
155,831

 
Mortgage loan
8 hotels
Dec-15
5.7%
 
97,860

 
98,786

 
Mortgage loan (5)
5 hotels
Dec-15
12.72%
 
152,929

 
151,185

 
Mortgage loan
5 hotels
Feb-16
5.53%
 
111,310

 
112,453

 
Mortgage loan
5 hotels
Feb-16
5.53%
 
92,310

 
93,257

 
Mortgage loan
5 hotels
Feb-16
5.53%
 
79,960

 
80,782

 
Mortgage loan (6)
1 hotel
Apr-17
5.91%
 
34,935

 
35,000

 
Mortgage loan
2 hotels
Apr-17
5.95%
 
128,014

 
128,251

 
Mortgage loan
3 hotels
Apr-17
5.95%
 
260,497

 
260,980

 
Mortgage loan
5 hotels
Apr-17
5.95%
 
115,386

 
115,600

 
Mortgage loan
5 hotels
Apr-17
5.95%
 
103,714

 
103,906

 
Mortgage loan
5 hotels
Apr-17
5.95%
 
157,813

 
158,105

 
Mortgage loan
7 hotels
Apr-17
5.95%
 
126,232

 
126,466

 
TIF loan (6)
1 hotel
Jun-18
12.85%
 
8,098

 
8,098

 
Mortgage loan
1 hotel
Nov-20
6.26%
 
103,170

 
103,759

 
Mortgage loan
1 hotel
Apr-34
Greater of 6% or Prime + 1%
 
6,568

 
6,651

 
Total
 
 
 
 
$
2,318,943

 
$
2,362,458

 
____________________________________
(1) LIBOR rates were 0.246% and 0.295% at June 30, 2012 and December 31, 2011, respectively.
(2) On May 9, 2012, we refinanced our $167.2 million mortgage loan, due May 2012, having an interest rate of LIBOR plus 1.65%, with a $135.0 million mortgage loan, due May 2014, having an interest rate of LIBOR plus 6.50%, which has three one-year extension options subject to satisfaction of certain conditions.
(3) This mortgage loan has a one-year extension option subject to satisfaction of certain conditions.
(4) On February 21, 2012, we expanded our borrowing capacity under our $105.0 million senior credit facility to an aggregate $145.0 million, with the option, subject to lender approval, to further expand the facility to an aggregate size of $225.0 million.
(5) This mortgage loan includes reverse amortization of 8% on $45 million of the original principal balance plus 12% on the cumulative reverse amortization. Since the date at which we obtained this loan, the reverse amortization has resulted in a principal increase of $10.9 million.
(6) These loans are collateralized by the same property.

We are required to maintain certain financial ratios under various debt and derivative agreements. If we violate covenants in any debt or derivative agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in us being unable to borrow unused amounts under a line of credit, even if repayment of some or all borrowings is not required. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford or AHLP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford or AHLP. Presently, our existing financial covenants are non-recourse and primarily relate to maintaining minimum debt coverage ratios, maintaining an overall minimum net worth, maintaining a maximum loan-to-value ratio, and maintaining an overall minimum total assets. As of June 30, 2012, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended.

14
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


We have derivative agreements that incorporate the loan covenant provisions of our senior credit facility requiring us to maintain certain minimum financial covenant ratios with respect to our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by the applicable agreement. At June 30, 2012, we were in compliance with all the covenants under the senior credit facility and the fair value of derivatives that incorporate our senior credit facility covenant provisions was an asset of $22.3 million, consisting of interest rate derivatives.

9.
Income (Loss) Per Share

Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):
 
Three Months Ended
June 30,
 
 Six Months Ended
  June 30,
 
2012
 
2011
 
2012
 
2011
Income (loss) from continuing operations allocated to common shareholders:
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to the Company
$
(4,814
)
 
$
969

 
$
(26,031
)
 
$
37,768

Less: Dividends on preferred stocks
(8,490
)
 
(24,771
)
 
(16,822
)
 
(31,326
)
Less: Dividends on common stock
(7,442
)
 
(6,009
)
 
(14,838
)
 
(11,840
)
Less: Dividends on unvested restricted shares
(56
)
 
(94
)
 
(160
)
 
(204
)
Less: Income from continuing operations allocated to unvested shares
—

 
—

 
—

 
—

Undistributed income (loss) from continuing operations
(20,802
)
 
(29,905
)
 
(57,851
)
 
(5,602
)
Add back: Dividends on common stock
7,442

 
6,009

 
14,838

 
11,840

Distributed and undistributed income (loss) from continuing operations - basic and diluted
$
(13,360
)
 
$
(23,896
)
 
$
(43,013
)
 
$
6,238

 
 
 
 
 
 
 
 
Loss from discontinued operations allocated to common shareholders:
 
 
 
 
 
 
 
Loss from discontinued operations - basic and diluted
$
—

 
$
(5,280
)
 
$
—

 
$
(4,246
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Weighted average shares outstanding - basic and diluted
67,639

 
59,482

 
67,396

 
58,157

 
 
 
 
 
 
 
 
Basic income (loss) per share:

 
 
 
 
 
 
 
Income (loss) from continuing operations allocated to common shareholders per share
$
(0.20
)
 
$
(0.40
)
 
$
(0.64
)
 
$
0.11

Loss from discontinued operations allocated to common shareholders per share
—

 
(0.09
)
 
—

 
(0.07
)
Net income (loss) allocated to common shareholders per share
$
(0.20
)
 
$
(0.49
)
 
$
(0.64
)
 
$
0.04

 
 
 
 
 
 
 
 
Diluted income (loss) per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations allocated to common shareholders per share
$
(0.20
)
 
$
(0.40
)
 
$
(0.64
)
 
$
0.11

Loss from discontinued operations allocated to common shareholders per share
—

 
(0.09
)
 
—

 
(0.07
)
Net income (loss) allocated to common shareholders per share
$
(0.20
)
 
$
(0.49
)
 
$
(0.64
)
 
$
0.04


Due to the anti-dilutive effect, the computation of diluted income (loss) per diluted share does not reflect adjustments for the following items (in thousands):


15
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
Three Months Ended
 June 30,
 
Six Months Ended
June 30,
 
2012
 
2011
 
2012
 
2011
Income (loss) from continuing operations allocated to common shareholders is not adjusted for:
 
 
 
 
 
 
Income allocated to unvested restricted shares
$
56

 
$
94

 
$
160

 
$
204

Loss attributable to noncontrolling interest in operating partnership units
(1,180
)
 
(2,640
)
 
(4,238
)
 
2,332

Dividends to Series B-1 preferred stock
—

 
17,713

 
—

 
18,737

Total
$
(1,124
)
 
$
15,167

 
$
(4,078
)
 
$
21,273

 
 
 
 
 
 
 
 
Weighted average diluted shares are not adjusted for:
 
 
 
 
 
 
 
Effect of unvested restricted shares
101

 
616

 
266

 
702

Effect of assumed conversion of operating partnership units
17,577

 
15,550

 
17,129

 
14,851

Effect of assumed conversion of Series B-1 preferred stock
—

 
2,788

 
—

 
5,018

Total
17,678

 
18,954

 
17,395

 
20,571

10.
Derivative Instruments and Hedging

Interest Rate Derivatives – We are exposed to risks arising from our business operations, economic conditions, and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and potentially improve cash flows. We also use non-hedge derivatives to capitalize on the historical correlation between changes in LIBOR and RevPAR. Interest rate derivatives may include interest rate swaps, caps, flooridors, and corridors. All these derivatives are subject to master netting settlement arrangements. To mitigate nonperformance risk, we routinely rely on a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value.

Credit Default Swap Derivatives – In August 2011, we entered into credit default swap transactions for a notional amount of $100.0 million to hedge financial and capital market risk for an upfront cost of $8.2 million that was subsequently returned to us as collateral by our counterparty. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation.  The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments.  If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses.  The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity).  For all CMBX trades completed to date, we were the buyer of protection.  Credit default swaps are subject to master netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades is approximately $8.5 million. Cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in the market value of the credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty when the change in market value is over $250,000. As of June 30, 2012 and December 31, 2011, the credit default swap had a net carrying value of a liability of $275,000 and $2,000, respectively, which is included in “Liabilities associated with investments in securities and other” in the consolidated balance sheets. For the three and six months ended June 30, 2012, we recognized an unrealized gain of $487,000 and an unrealized loss of $1.7 million, respectively, that are included in “Unrealized loss on derivatives” in the consolidated statements of operations.

Investment in Securities and Other – During the second quarter of 2011, our Board of Directors authorized the formation of a subsidiary to invest in public securities, including stocks and put and call options. Put and call option transactions are considered derivatives. At June 30, 2012, we had investments in these derivatives totaling $1.1 million and liabilities of $1.8 million. At December 31, 2011, we had investments in these derivatives totaling $1.0 million and liabilities of $486,000.

11.
Fair Value Measurements

Fair Value Hierarchy – For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below:
•
Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access

16
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.
•
Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
•
Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors, and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (level 2 inputs). We also incorporate credit valuation adjustments (level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (level 2 inputs).  The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty.

Fair values of investments in securities and other and liabilities associated with investments in securities and other, including stocks, put and call options, and other investments, are based on their quoted market closing prices (level 1 inputs).

When a majority of the inputs used to value our derivatives fall within level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2012, the LIBOR interest rate forward curve (level 2 inputs) assumed an uptrend from 0.242% to 0.473% for the remaining term of our derivatives. Credit spreads (level 3 inputs) used in determining the fair values of hedge and non-hedge designated derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):


17
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
 Quoted
Market
Prices
(Level 1)
 
 Significant
Other
Observable
Inputs
(Level 2)
 
 Significant
Unobservable
Inputs
(Level 3)
 
 Counterparty
and Cash Collateral Netting (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Total
 
 June 30, 2012:
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Derivative Assets:
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives - non-hedges
$
—

 
$
36,963

 
$
—

 
$
—

 
$
36,963

(1) 
Interest rate derivatives - hedges
—

 
38

 
—

 
—

 
38

(1) 
Put and call options
1,100

 
—

 
—

 
—

 
1,100

(2) 
Non-derivative Assets:
 
 
 
 
 
 
 
 
 
 
Equity and US treasury securities
29,639

 
—

 
—

 
—

 
29,639

(2) 
Total
30,739

 
37,001

 
—

 
—

 
67,740

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 Interest rate derivatives - non-hedges
—

 
(14,748
)
 
—

 
—

 
(14,748
)
(1) 
 Credit default swaps
—

 
5,146

 
—

 
(5,421
)
 
(275
)
(3) 
 Short-equity put options
(303
)
 
—

 
—

 
—

 
(303
)
(3) 
 Short-equity call options
(1,487
)
 
—

 
—

 
—

 
(1,487
)
(3) 
Non-derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 Margin account balance
(7,888
)
 
—

 
—

 
—

 
(7,888
)
(3) 
Total
(9,678
)
 
(9,602
)
 
—

 
(5,421
)
 
(24,701
)
 
 Net
$
21,061

 
$
27,399

 
$
—

 
$
(5,421
)
 
$
43,039

 
 
 
 
 
 
 
 
 
 
 
 
 December 31, 2011:
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Derivative Assets:
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives - non-hedges
$
—

 
$
59,397

 
$
—

 
$
—

 
$
59,397

(1) 
Interest rate derivatives - hedges
—

 
12

 
—

 
—

 
12

(1) 
Put and call options
1,011

 
—

 
—

 
—

 
1,011

(2) 
Non-derivative Assets:
 
 
 
 
 
 
 
 
 
 
Equity securities
20,363

 
—

 
—

 
—

 
20,363

(2) 
Total
21,374

 
59,409

 
—

 
—

 
80,783

 
Liabilities
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives - non-hedges
—

 
(21,491
)
 
—

 
—

 
(21,491
)
(1) 
Credit default swaps
—

 
6,855

 
—

 
(6,857
)
 
(2
)
(3) 
Short-equity put options
(71
)
 
—

 
—

 
—

 
(71
)
(3) 
Short-equity call options
(415
)
 
—

 
—

 
—

 
(415
)
(3) 
Non-derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
Margin account balance
(1,758
)
 
—

 
—

 
—

 
(1,758
)
(3) 
Total
(2,244
)
 
(14,636
)
 
—

 
(6,857
)
 
(23,737
)
 
Net
$
19,130

 
$
44,773

 
$
—

 
$
(6,857
)
 
$
57,046

 
____________________________________
(1) Reported net as “Derivative assets” in the consolidated balance sheets.
(2) Reported as “Investments in securities and other” in the consolidated balance sheets.
(3) Reported as “Liabilities associated with investments in securities and other” in the consolidated balance sheets.
(4) Represents cash collateral posted by our counterparty.

Effect of Fair-Value-Measured Assets and Liabilities on Consolidated Statements of Operations

The following tables summarize the effect of fair-value-measured assets and liabilities on the consolidated statement of operations for the three and six months ended June 30, 2012 and 2011 (in thousands):


18
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
 Gain (Loss) Recognized In Income
 
  Interest Savings (Cost) Recognized In Income
 
Reclassified from Accumulated OCI
 into Interest Expense
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(13,034
)
 
$
(9,154
)
 
$
13,477

 
$
23,839

 
$
11

 
$
206

Put and call options
(963
)
 
—

 
—

 
—

 
—

 
—

Non-derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Equity and US treasury securities
1,391

 
—

 
—

 
—

 
—

 
—

Total
(12,606
)
 
(9,154
)
 
13,477

 
23,839

 
11

 
206

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
5,089

 
(8,579
)
 
(5,511
)
 
(5,682
)
 
—

 
—

Credit default swaps
487

 
—

 
—

 
—

 
—

 
—

Short-equity put options
317

 
39

 
—

 
—

 
—

 
—

Short-equity call options
(420
)
 
—

 
—

 
—

 
—

 
—

Total
5,473

 
(8,540
)
 
(5,511
)
 
(5,682
)
 
—

 
—

Net
$
(7,133
)
 
$
(17,694
)
 
$
7,966

 
$
18,157

 
$
11

 
$
206

Total combined
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(7,945
)
 
$
(17,733
)
 
$
7,966

 
$
18,157

 
$
11

 
$
206

Credit default swaps
487

 
—

 
—

 
—

 
—

 
—

Total derivatives
(7,458
)
(1) 
(17,733
)
(1) 
7,966

(2) 
18,157

(2) 
11

 
206

Unrealized gain on investments in securities and other
1,628

(3) 
39

(3) 
—

 
—

 
—

 
—

Realized loss on investments in securities and other
(1,303
)
(2) 
—

(2) 
—

 
—

 
—

 
—

 Net
$
(7,133
)
 
$
(17,694
)
 
$
7,966

 
$
18,157

 
$
11

 
$
206



19
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
 Gain (Loss) Recognized In Income
 
  Interest Savings (Cost) Recognized In Income
 
Reclassified from Accumulated OCI
 into Interest Expense
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(22,433
)
 
$
(31,057
)
 
$
26,830

 
$
47,198

 
$
23

 
$
392

Put and call options
(2,330
)
 
—

 
—

 
—

 
—

 
—

Non-derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Equity and US treasury securities
4,015

 
—

 
—

 
—

 
—

 
—

Total
(20,748
)
 
(31,057
)
 
26,830

 
47,198

 
23

 
392

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
6,742

 
(3,493
)
 
(10,895
)
 
(11,038
)
 
—

 
—

Credit default swaps
(1,708
)
 
—

 
—

 
—

 
—

 
—

Short-equity put options
830

 
39

 
—

 
—

 
—

 
—

Short-equity call options
(783
)
 
—

 
—

 
—

 
—

 
—

Total
5,081

 
(3,454
)
 
(10,895
)
 
(11,038
)
 
—

 
—

Net
$
(15,667
)
 
$
(34,511
)
 
$
15,935

 
$
36,160

 
$
23

 
$
392

Total combined
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
(15,691
)
 
$
(34,550
)
 
$
15,935

 
$
36,160

 
$
23

 
$
392

Credit default swaps
(1,708
)
 
—

 
—

 
—

 
—

 
—

Total derivatives
(17,399
)
(1) 
(34,550
)
(1) 
15,935

(2) 
36,160

(2) 
23

 
392

Unrealized gain on investments in securities and other
3,413

(3) 
39

(3) 
—

 
—

 
—

 
—

Realized loss on investments in securities and other
(1,681
)
(2) 
—

(2) 
—

 
—

 
—

 
—

 Net
$
(15,667
)
 
$
(34,511
)
 
$
15,935

 
$
36,160

 
$
23

 
$
392


____________________________________
(1) Reported as “Unrealized loss on derivatives” in the consolidated statements of operations.
(2) Included in “Other income” in the consolidated statements of operations.
(3) Reported as “Unrealized gain on investments” in the consolidated statements of operations.

For the three and six months ended June 30, 2012, the change in fair values of our interest rate derivatives that were recognized as change in other comprehensive income totaled $(102,000) and $(111,000), respectively. For the three and six months ended June 30, 2011, the change in fair values of our interest rate derivatives that were recognized as change in other comprehensive income totaled $(24,000) and $(16,000), respectively.

During the next twelve months, we expect $33,000 of accumulated comprehensive loss will be reclassified to interest expense.

12.
Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. The market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

20
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
June 30, 2012
 
December 31, 2011
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial assets and liabilities measured at fair value:
 
 
 
 
 
 
 
Investments in securities and other
$
30,379

 
$
30,379

 
$
21,374

 
$
21,374

Derivative assets
$
22,253

 
$
22,253

 
$
37,918

 
$
37,918

Liabilities associated with investments in securities and other
$
9,953

 
$
9,953

 
$
2,246

 
$
2,246

 
 
 
 
 
 
 
 
Financial assets not measured at fair value:
 
 
 
 
 
 
 
Cash and cash equivalents
$
139,466

 
$
139,466

 
$
167,609

 
$
167,609

Restricted cash
$
76,558

 
$
76,558

 
$
84,069

 
$
84,069

Accounts receivable
$
41,167

 
$
41,167

 
$
28,623

 
$
28,623

Notes receivable
$
11,262

 
 $12,180 to $13,463

 
$
11,199

 
 $11,715 to $12,947

Due from third-party hotel managers
$
62,115

 
$
62,115

 
$
62,747

 
$
62,747

 
 
 
 
 
 
 
 
Financial liabilities not measured at fair value:
 
 
 
 
 
 
 
Indebtedness
$
2,318,943

 
 $2,159,909 to $2,387,267

 
$
2,362,458

 
 $2,180,027 to $2,409,503

Accounts payable and accrued expenses
$
94,232

 
$
94,232

 
$
82,282

 
$
82,282

Dividends payable
$
18,260

 
$
18,260

 
$
16,941

 
$
16,941

Due to related party
$
2,330

 
$
2,330

 
$
2,569

 
$
2,569

Due to third-party hotel managers
$
2,146

 
$
2,146

 
$
1,602

 
$
1,602


Cash, cash equivalents, and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying value approximates fair value due to the short-term nature. This is considered a level 1 valuation technique.
 
Accounts receivable, due to/from related party or third-party hotel managers, accounts payable, accrued expenses, and dividends payable. The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a level 1 valuation technique.

Notes receivable. Fair values of notes receivable may be determined using similar loans with similar collateral. Since very little to no trading activity exists, we relied on our internal analysis of what we believe a willing buyer would pay for these notes. We estimated the fair value of notes receivable to be approximately 8.2% to 19.5% higher than the carrying value of $11.3 million at June 30, 2012 and approximately 4.6% to 15.6% higher than the carrying value of $11.2 million at December 31, 2011. This is considered a level 2 valuation technique.

Investments in securities and other. Investments in securities and other consist of a margin account balance, treasury bills, public equity securities, and put and call options. Fair values of these investments are based on quoted market closing prices at the balance sheet dates. See Notes 10 and 11 for a complete description of the methodology and assumptions utilized in determining the fair values.

Indebtedness. Fair value of the indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. For variable-rate instruments, cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. For June 30, 2012 and December 31, 2011 indebtedness valuations, we used estimated future cash flows discounted at applicable index forward curves adjusted for credit spreads. We estimated the fair value of the total indebtedness to be approximately 93.1% to 102.9% of the carrying value of $2.3 billion at June 30, 2012 and approximately 92.3% to 102.0% of the carrying value of $2.4 billion at December 31, 2011. This is considered a level 2 valuation technique.

Derivative assets and liabilities associated with investments in securities and other. Fair values of the interest rate derivatives are determined using the net present value of the expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of the credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of liabilities associated

21
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

with investments in securities and other is determined based on the quoted market closing prices at the balance sheet dates. See Notes 10 and 11 for a complete description of the methodology and assumptions utilized in determining the fair values.

13.
Redeemable Noncontrolling Interests

Redeemable noncontrolling interests in the operating partnership represent the limited partners' proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to common unit holders based on the weighted average ownership percentage of these limited partners' common units and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested throughout the period plus distributions paid to the limited partners with regard to Class B units. Class B common units have a fixed dividend rate of 7.2% and priority in payment of cash dividends over common units but otherwise have no preference over common units. Beginning one year after issuance, each common unit of limited partnership interest (including each Class B common unit) may be redeemed for either cash or, at our sole discretion, one share of our common stock. Class B common units are convertible at the option of us or the holder into an equivalent number of common units any time after July 13, 2016.

LTIP units, which are issued to certain executives and employees as compensation, have vesting periods ranging from three to five years. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common partnership unit of the operating partnership which then can be redeemed for cash or, at our election, settled in our common stock. As of June 30, 2012, we have issued 5.7 million LTIP units in total, of which all but 1.3 million and 1.2 million issued in March 2012 and May 2011, respectively, had reached full economic parity with the common units. All LTIP units issued had an aggregate value of $52.6 million at the date of grant which is being amortized over their vesting periods. Compensation expense of $4.1 million and $7.6 million was recognized for the three and six months ended June 30, 2012, respectively, and $2.6 million and $3.4 million was recognized for the three and six months ended June 30, 2011, respectively. The unamortized value of LTIP units was $30.9 million at June 30, 2012, which will be amortized over periods from 0.17 to 3.73 years. During the three and six months ended June 30, 2012, no operating partnership units were presented for redemption or converted to shares of our common stock.

Redeemable noncontrolling interests, including vested LTIP units, in our operating partnership as of June 30, 2012 and December 31, 2011 were $126.5 million and $112.8 million, respectively, which represents ownership of our operating partnership of 12.4% and 11.4%, respectively. The carrying value of redeemable noncontrolling interests as of June 30, 2012 and December 31, 2011 included adjustments of $78.8 million and $66.4 million, respectively, to reflect the excess of the redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net income (loss) of $(1.2) million and $(4.2) million for the three and six months ended June 30, 2012, respectively, and $(3.4) million and $1.7 million for the three and six months ended June 30, 2011, respectively. We declared cash distributions to operating partnership units of $2.3 million and $4.5 million for the three and six months ended June 30, 2012, respectively, and $2.0 million and $3.8 million for the three and six months ended June 30, 2011, respectively. These distributions are recorded as a reduction of redeemable noncontrolling interests in the operating partnership.

14.
Equity and Equity-Based Compensation

At-the-Market Preferred Stock Offering – On March 2, 2012, we commenced issuances of preferred stock under our at-the-market (“ATM”) program with an investment banking firm pursuant to which we may issue up to 700,000 shares of 8.55% Series A Cumulative Preferred Stock and up to 700,000 shares of 8.45% Series D Cumulative Preferred Stock at market prices up to $30.0 million in total proceeds. During the three and six months ended June 30, 2012, we issued 48,575 and 169,306 shares of 8.55% Series A Cumulative Preferred Stock for $1.2 million and $4.2 million gross proceeds, respectively, and 252,227 and 501,909 shares of 8.45% Series D Cumulative Preferred Stock for $6.2 million and $12.3 million gross proceeds, respectively. Such proceeds, net of commissions and other expenses, were $7.3 million and $16.0 million for the three and six months ended June 30, 2012, respectively.

Common Dividends – For 2012 and 2011, the Board of Directors declared quarterly dividends of $0.11 and $0.10 per outstanding common share, respectively, with an annualized target of $0.44 per share for 2012.

Equity-Based Compensation – We recognized compensation expense related to our equity-based-compensation plan of $4.2 million and $9.4 million for the three and six months ended June 30, 2012, respectively, and $3.5 million and $5.4 million for the three and six months ended June 30, 2011, respectively. As of June 30, 2012, the unamortized amount of unvested shares of restricted equity was $3.6 million, which is being amortized over periods from 0.12 to 3.51 years.

22
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Preferred Dividends – During 2012, the Board of Directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock, $0.5281 per share for our 8.45% Series D preferred stock, and $0.5625 per share for our 9% Series E preferred stock. During 2011, the Board of Directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock and $0.5281 per share for our 8.45% Series D preferred stock. During the quarter ended June 30, 2011, the Board of Directors also declared dividends of $0.45625 per share for our 9% Series E preferred stock.

Noncontrolling Interests in Consolidated Joint Ventures – Noncontrolling joint venture partners, which have ownership interests ranging from 15% to 25% in four hotel properties and a total carrying value of $16.4 million at June 30, 2012 and December 31, 2011, are reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated joint ventures were allocated (loss) income of $54,000 and $(224,000) for the three and six months ended June 30, 2012, respectively, and $438,000 and $1.4 million for the three and six months ended June 30, 2011, respectively.

15.
Commitments and Contingencies

Restricted Cash – Under certain management and debt agreements for our hotel properties existing at June 30, 2012, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements.

Franchise Fees – Under franchise agreements for our hotel properties existing at June 30, 2012, we pay franchisor royalty fees between 2.5% and 7.3% of gross room revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 3.75% of gross room revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2013 and 2030. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to shareholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

Our continuing operations incurred franchise fees of $8.0 million and $15.3 million for the three and six months ended June 30, 2012, respectively, and $7.4 million and $14.1 million for the three and six months ended June 30, 2011, respectively.

Management Fees – Under management agreements for our hotel properties existing at June 30, 2012, we pay a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues, or in some cases 1.5% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2012 through 2028, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.

Taxes - We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2008 through 2011 remain subject to potential examination by certain federal and state taxing authorities.

In September 2010, the Internal Revenue Service ("IRS") completed an audit of one of our taxable REIT subsidiaries that leases two of our hotel properties for the tax year ended December 31, 2007. The IRS issued a notice of proposed adjustment based on Internal Revenue Code (IRC) Section 482 that reduced the amount of rent we charged the taxable REIT subsidiary ("TRS"). We own a 75% interest in the hotel properties and the TRS at issue. In connection with the TRS audit, the IRS selected our REIT for audit for the same tax year. In October 2011, the IRS issued an income tax adjustment to the REIT as an alternative to the TRS proposed adjustment. The REIT adjustment is based on the REIT 100% federal excise tax on our share of the amount by which the rent was held to be greater than the arm's length rate. We strongly disagree with the IRS' position, have filed written protests with the IRS, and have requested an IRS Appeals Office conference to review the TRS and REIT cases simultaneously. The IRS granted the appeals conference and the initial meeting will be held during the third quarter of 2012. We anticipate that additional meetings with the Appeals Office will occur during the next twelve months. In determining amounts payable by our TRS subsidiaries under our leases, we engaged a third party to prepare a transfer pricing study which concluded that the lease terms were consistent with arms' length terms as required by applicable Treasury regulations. However, if the IRS were to pursue

23
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

the TRS case and prevail, the TRS would owe approximately $1.1 million of additional U.S. federal income taxes plus possible additional state income taxes of $199,000, net of federal benefit. Alternatively, if the IRS were to pursue the REIT case and prevail, our REIT would owe approximately $5.1 million of U.S. federal excise taxes. The excise taxes assessed on the REIT would be in lieu of the TRS additional income taxes. We believe the IRS transfer pricing methodologies applied in the audits contain flaws and that the IRS adjustments to the rent charged are inconsistent with the U.S. federal tax laws related to REITs and true leases. U.S federal income tax assessment statutes of limitations generally limit the time the IRS has to make assessments to within three years after a return is due or filed, whichever is later. As a result, the IRS requested that we agree to extend the assessment statute of limitations to September 30, 2013 for both the TRS and the REIT. We consented to the extensions in order to obtain additional time to prepare our written protests and request an appeals conference for both the TRS and the REIT case.

In June 2012, the IRS completed audits of the same TRS and our REIT for the tax years ended December 31, 2008 and 2009. With respect to the 2009 tax year, the IRS has not proposed any adjustments to the TRS or the REIT. For the 2008 tax year, the IRS has issued notices of proposed adjustments for both the REIT and the TRS. The REIT adjustment is for $3.3 million of U.S. federal excise taxes and represents the amount by which the IRS asserts that the rent charged to the TRS was greater than the arms' length rate pursuant to IRC Section 482. The TRS adjustment is for $1.6 million of additional income which would equate to approximately $467,000 of additional U.S. federal income taxes and potential state income taxes of $83,000, net of federal benefit. The TRS adjustment represents the IRS' imputation of compensation to the TRS under IRC Section 482 for agreeing to be a party to the lessor entity's bank loan agreement. Our REIT has a 75% interest in the lessor entity. We strongly disagree with both of the IRS adjustments for the reasons noted under the 2007 audits, and in addition, we believe the IRS has misinterpreted certain terms of the lease, third party hotel management, and bank loan agreements. We intend to file a written protest and request an IRS Appeals Office review. In March 2012, the IRS requested and we consented to extend the statue of limitations for both the same TRS and REIT for the 2008 tax year to March 31, 2013.

With respect to both the 2007 and 2008 IRS audits, we believe we will prevail in the eventual settlement of the audits and that the settlements will not have a material adverse effect on our financial condition and results of operations. We have concluded that the positions reported on the tax returns under audit by the IRS are, solely on their technical merits, more-likely-than-not to be sustained upon examination.
  
During 2010, the Canadian taxing authorities selected our TRS subsidiary that leased our one Canadian hotel for audit for the tax years ended December 31, 2007, 2008, and 2009. The Canadian hotel was sold in June 2008 and the TRS ceased activity in Canada at that time. In May 2012, the Canadian taxing authorities issued their final letter of audit adjustments. Their adjustments are nominal in amount and did not result in the assessment of any additional taxes.

If we dispose of the four remaining properties contributed in connection with our initial public offering in 2003 in exchange for units of the operating partnership, we may be obligated to indemnify the contributors, including our Chairman and Chief Executive Officer, each of whom have substantial ownership interests, against the tax consequences of the sale. In addition, we agreed to use commercially reasonable efforts to maintain non-recourse mortgage indebtedness of at least $16.0 million, which allows contributors of the Las Vegas hotel property to defer gain recognition in connection with their contribution. Additionally, for certain periods of time, selling or transferring the Marriott Crystal Gateway in Arlington, Virginia, would require us to indemnify the entity from which we acquired the property if, as a result of such transactions, such entity would recognize a gain for federal tax purposes.

In general, tax indemnities equal the federal, state, and local income tax liabilities the contributor or their specified assignee incurs with respect to the gain allocated to the contributor. The contribution agreements’ terms generally require us to gross up tax indemnity payments for the amount of income taxes due as a result of such tax indemnities.

Potential Pension Liabilities – Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, such employees, who are employees of the hotel manager, Remington Lodging, elected to decertify from the union. At the time of this election, the union indicated unfunded pension liabilities may exist. The union filed a complaint with the National Labor Relations Board seeking, among other things, to overturn the decertification election. Pending the final determination of the decertification suit, including appeals, the pension fund entered into a settlement agreement with Remington Lodging providing that (a) Remington Lodging continues to make pension fund payments pursuant to the collective bargaining agreement, which requires annual installments of $84,000 until the 20th year following the settlement agreement, and (b) if the union loses the suit, Remington Lodging will have an unfunded pension liability equal to the amount by which $1.7 million exceeds pension fund payments made by Remington Lodging since the settlement agreement. We agreed to indemnify Remington Lodging

24
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

for the payment of the unfunded pension liability as set forth in the settlement agreement.

Litigation – We are currently subject to litigation arising in the normal course of our business. In the opinion of management, none of these lawsuits or claims against us, either individually or in the aggregate, is likely to have a material adverse effect on our business, results of operations, or financial condition. In addition, management believes we have adequate insurance in place to cover any such significant litigation.

16.
Segment Reporting

We operate in two business segments within the hotel lodging industry: direct hotel investments and hotel financing. Direct hotel investments refers to owning hotels through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. Hotel financing refers to owning subordinate hotel-related mortgages through acquisition or origination. We do not allocate corporate-level accounts to our operating segments, including corporate, general, and administrative expenses, non-operating interest income, interest expense and amortization of loan costs, and income tax expense/benefit.     Financial information related to our reportable segments was as follows (in thousands):
 
 Direct Hotel
 Investments
 
Hotel
Financing
 
  Corporate
 
 Consolidated
Three Months Ended June 30, 2012:
 
 
 
 
 
 
 
Total revenue
$
249,133

 
$
—

 
$
—

 
$
249,133

 
 
 
 
 
 
 
 
Total hotel operating expenses
157,372

 
—

 
—

 
157,372

Property taxes, insurance, and other
10,525

 
—

 
—

 
10,525

Depreciation and amortization
34,184

 
—

 
—

 
34,184

Impairment charges
4,120

 
(95
)
 
—

 
4,025

Corporate, general, and administrative
—

 
—

 
11,930

 
11,930

Total expenses (income)
206,201

 
(95
)
 
11,930

 
218,036

Operating income (loss)
42,932

 
95

 
(11,930
)
 
31,097

Equity in earnings of unconsolidated joint ventures
23

 
—

 
—

 
23

Interest income
—

 
—

 
22

 
22

Other income
—

 
—

 
6,703

 
6,703

Interest expense and amortization of loan costs
—

 
—

 
(36,589
)
 
(36,589
)
Unrealized gain on investments
—

 
—

 
1,628

 
1,628

Unrealized loss on derivatives
—

 
—

 
(7,458
)
 
(7,458
)
Income (loss) from continuing operations before income taxes
42,955

 
95

 
(47,624
)
 
(4,574
)
Income tax expense
—

 
—

 
(1,366
)
 
(1,366
)
Income (loss) from continuing operations
$
42,955

 
$
95

 
$
(48,990
)
 
$
(5,940
)
 
 
 
 
 
 
 
 
As of June 30, 2012:
 
 
 
 
 
 
 
Total assets
$
3,279,468

 
$
3,632

 
$
241,579

 
$
3,524,679



25
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
Direct Hotel
Investments
 
Hotel Financing
 
  Corporate
 
 Consolidated
Three Months Ended June 30, 2011:
 
 
 
 
 
 
 
Total revenue
$
230,099

 
$
—

 
$
—

 
$
230,099

 
 
 
 
 
 
 
 
Total hotel operating expenses
144,438

 
—

 
—

 
144,438

Property taxes, insurance, and other
11,769

 
—

 
—

 
11,769

Depreciation and amortization
33,027

 
—

 
—

 
33,027

Impairment charges
—

 
(4,316
)
 
—

 
(4,316
)
Gain on insurance settlements
(1,905
)
 
—

 
—

 
(1,905
)
Transaction acquisition costs
—

 
—

 
406

 
406

Corporate, general, and administrative
—

 
—

 
11,005

 
11,005

Total expenses (income)
187,329

 
(4,316
)
 
11,411

 
194,424

Operating income (loss)
42,770

 
4,316

 
(11,411
)
 
35,675

Equity in loss of unconsolidated joint ventures
(2,301
)
 
—

 
—

 
(2,301
)
Interest income
—

 
—

 
23

 
23

Other income
—

 
—

 
18,157

 
18,157

Interest expense and amortization of loan costs
—

 
—

 
(34,808
)
 
(34,808
)
Unrealized gain on investments
—

 
—

 
39

 
39

Unrealized loss on derivatives
—

 
—

 
(17,733
)
 
(17,733
)
Income (loss) from continuing operations before income taxes
40,469

 
4,316

 
(45,733
)
 
(948
)
Income tax expense
—

 
—

 
(285
)
 
(285
)
Income (loss) from continuing operations
$
40,469

 
$
4,316

 
$
(46,018
)
 
$
(1,233
)
 
 
 
 
 
 
 
 
As of June 30, 2011:
 
 
 
 
 
 
 
Total assets
$
3,379,843

 
$
3,569

 
$
241,422

 
$
3,624,834

 
 Direct Hotel
 Investments
 
Hotel
Financing
 
  Corporate
 
 Consolidated
Six Months Ended June 30, 2012:
 
 
 
 
 
 
 
Total revenue
$
475,020

 
$
—

 
$
—

 
$
475,020

 
 
 
 
 
 
 
 
Total hotel operating expenses
304,250

 
—

 
—

 
304,250

Property taxes, insurance, and other
22,680

 
—

 
—

 
22,680

Depreciation and amortization
68,539

 
—

 
—

 
68,539

Impairment charges
4,120

 
(187
)
 
—

 
3,933

Corporate, general, and administrative
—

 
—

 
22,176

 
22,176

Total expenses
399,589

 
(187
)
 
22,176

 
421,578

Operating income (loss)
75,431

 
187

 
(22,176
)
 
53,442

Equity in loss of unconsolidated joint ventures
(10,281
)
 
—

 
—

 
(10,281
)
Interest income
—

 
—

 
54

 
54

Other income
—

 
—

 
14,317

 
14,317

Interest expense and amortization of loan costs
—

 
—

 
(71,794
)
 
(71,794
)
Unrealized gain on investments
—

 
—

 
3,413

 
3,413

Unrealized loss on derivatives
—

 
—

 
(17,399
)
 
(17,399
)
Income (loss) from continuing operations before income taxes
65,150

 
187

 
(93,585
)
 
(28,248
)
Income tax expense
—

 
—

 
(2,245
)
 
(2,245
)
Income (loss) from continuing operations
$
65,150

 
$
187

 
$
(95,830
)
 
$
(30,493
)


26
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
Direct Hotel
Investments
 
Hotel Financing
 
  Corporate
 
 Consolidated
Six Months Ended June 30, 2011:
 
 
 
 
 
 
 
Total revenue
$
441,889

 
$
—

 
$
—

 
$
441,889

 
 
 
 
 
 
 
 
Total hotel operating expenses
282,298

 
—

 
—

 
282,298

Property taxes, insurance, and other
22,656

 
—

 
—

 
22,656

Depreciation and amortization
65,804

 
—

 
—

 
65,804

Impairment charges
—

 
(4,656
)
 
—

 
(4,656
)
Gain on insurance settlements
(1,905
)
 
—

 
—

 
(1,905
)
Transaction acquisition costs
—

 
—

 
(818
)
 
(818
)
Corporate, general, and administrative
—

 
—

 
24,888

 
24,888

Total expenses
368,853

 
(4,656
)
 
24,070

 
388,267

Operating income (loss)
73,036

 
4,656

 
(24,070
)
 
53,622

Equity in earnings of unconsolidated joint ventures
25,824

 
—

 
—

 
25,824

Interest income
—

 
—

 
59

 
59

Other income
—

 
30,000

 
36,160

 
66,160

Interest expense and amortization of loan costs
—

 
—

 
(69,386
)
 
(69,386
)
Unrealized gain on investments
—

 
—

 
39

 
39

Unrealized loss on derivatives
—

 
—

 
(34,550
)
 
(34,550
)
Income (loss) from continuing operations before income taxes
98,860

 
34,656

 
(91,748
)
 
41,768

Income tax expense
—

 
—

 
(1,329
)
 
(1,329
)
Income (loss) from continuing operations
$
98,860

 
$
34,656

 
$
(93,077
)
 
$
40,439


ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere herein. This report contains forward-looking statements within the meaning of the federal securities laws. Ashford Hospitality Trust, Inc. (the “Company” or “we” or “our” or “us”) cautions investors that any forward-looking statements presented herein, or which management may express orally or in writing from time to time, are based on management’s beliefs and assumptions at that time. Throughout this report, words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result,” and other similar expressions, which do not relate solely to historical matters, are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution investors that while forward-looking statements reflect our good-faith beliefs at the time such statements are made, said statements are not guarantees of future performance and are affected by actual events that occur after such statements are made. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time those statements were made, to anticipate future results or trends.

Some risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, those discussed in our Form 10- K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 28, 2012. These risks and uncertainties continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment where new risk factors emerge from time to time. It is not possible for management to predict all such risk factors, nor can management assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as indicators of actual results.

27


EXECUTIVE OVERVIEW

General

Following the recession of 2008-2009, the lodging industry began experiencing improvement in fundamentals, which has continued into 2012. Room rates, measured by the average daily rate, or ADR, which typically lags occupancy growth in the early stage of a recovery, have shown upward growth. We believe improvements in the economy will continue to positively impact the lodging industry and hotel operating results for the remainder of 2012, and we will continue to seek ways to benefit from the cyclical nature of the hotel industry.  We believe that in the current cycle, hotel values and cash flows, for the most part, peaked in 2007, and we believe we will not achieve similar cash flows and values in the immediate future. Industry experts have suggested that cash flows within our industry may achieve these previous highs again in 2014 through 2016.
 
Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:

•acquisition of hotel properties;
•disposition of hotel properties;
•investing in securities;
•pursuing capital market activities to enhance long-term shareholder value;
•preserving capital, enhancing liquidity, and continuing current cost-saving measures;
•implementing selective capital improvements designed to increase profitability;
•implementing effective asset management strategies to minimize operating costs and increase revenues;
•financing or refinancing hotels on competitive terms;
•utilizing hedges and derivatives to mitigate risks; and
•making other investments or divestitures that our Board of Directors deems appropriate.

Our investment strategies continue to focus on the upscale and upper-upscale segments within the lodging industry. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategies to take advantage of new lodging-related investment opportunities as they develop. Our Board of Directors may change our investment strategies at any time without shareholder approval or notice.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position from operations is affected primarily by macro industry movements in occupancy and rate as well as our ability to control costs. Further, interest rates greatly affect the cost of our debt service as well as the financial hedges we put in place. We monitor very closely the industry fundamentals as well as interest rates. Capital expenditures above our reserves will affect cash flow as well.

On February 21, 2012, we expanded our borrowing capacity under our $105.0 million senior credit facility to an aggregate $145.0 million, with the option, subject to lender approval, to further expand the facility to an aggregate size of $225.0 million.

On March 2, 2012, we commenced issuances of preferred stock under our at-the-market (“ATM”) program with an investment banking firm pursuant to which we may issue up to 700,000 shares of 8.55% Series A Cumulative Preferred Stock and up to 700,000 shares of 8.45% Series D Cumulative Preferred Stock at market prices up to $30.0 million in total proceeds. During the three and six months ended June 30, 2012, we issued 48,575 and 169,306 shares of 8.55% Series A Cumulative Preferred Stock for $1.2 million and $4.2 million gross proceeds, respectively, and 252,227 and 501,909 shares of 8.45% Series D Cumulative Preferred Stock for $6.2 million and $12.3 million gross proceeds, respectively. Such proceeds, net of commissions and other expenses, were $7.3 million and $16.0 million for the three and six months ended June 30, 2012, respectively.

On May 9, 2012, we refinanced our $167.2 million mortgage loan, due May 2012, having an interest rate of LIBOR plus 1.65%, with a $135.0 million mortgage loan, due May 2014, having an interest rate of LIBOR plus 6.50%. Our Doubletree Guest Suites hotel property in Columbus, Ohio, which was one of 10 hotels securing our $167.2 million mortgage loan, is no longer encumbered as 9 hotels secure our $135.0 million mortgage loan.

28


In February 2010, we executed a Standby Equity Distribution Agreement (the “SEDA”) with YA Global Master SPV Ltd. (“YA Global”), which terminates in 2013, that is available to provide us additional liquidity if needed. Pursuant to the SEDA, YA Global agreed to purchase up to $50.0 million (which may be increased to $65.0 million pursuant to the SEDA) of newly issued shares of our common stock if notified to do so by us in accordance with the SEDA. No shares have been sold under the SEDA since its inception.

Our principal sources of funds to meet our cash requirements include: positive cash flow from operations, capital market activities, property refinancing proceeds, asset sales, and net cash derived from interest rate derivatives. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, new investments, and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:    

Net Cash Flows Provided by Operating Activities. Net cash flows provided by operating activities, pursuant to our Consolidated Statement of Cash Flows which includes changes in balance sheet items, were $68.2 million and $60.1 million for the six months ended June 30, 2012 and 2011, respectively. The increase in cash flows from operating activities was primarily due to a decrease in restricted cash due to the release of cash deposits for certain loans and capital expenditures and the timing of collecting receivables from hotel guests, paying vendors, and settling with hotel managers.

Net Cash Flows Used in Investing Activities. For the six months ended June 30, 2012, investing activities used net cash flows of $44.0 million, which primarily consisted of $44.1 million of capital improvements made to various hotel properties. For the six months ended June 30, 2011, investing activities used net cash flows of $18.8 million. Cash outlays consisted of $145.8 million for the acquisition of a 71.74% interest in PIM Highland JV, $12.0 million for the acquisition of investment in hotel condominiums, and $28.3 million for capital improvements made to various hotel properties. Cash inflows consisted of $144.1 million from the sale of three hotel properties, $22.5 million from repayment of mezzanine loans, and $748,000 of insurance proceeds from settlement of insurance claims.

Net Cash Flows Used in Financing Activities. For the six months ended June 30, 2012, net cash flows used in financing activities were $52.4 million. Cash outlays primarily consisted of $35.0 million for dividend payments to common and preferred stockholders and unit holders, $180.9 million for repayments of indebtedness, and $3.7 million for payments of deferred loan costs. These cash outlays were partially offset by cash inflows of $16.0 million from issuances of our Series A and Series E preferred stock under our ATM program, $16.0 million in proceeds from the counterparties of our interest rate derivatives, and $135.0 million in borrowings on indebtedness. For the six months ended June 30, 2011, net cash flows used in financing activities were $104.8 million. Cash outlays consisted of $73.0 million for the repurchase of our Series B-1 preferred stock, $21.9 million for dividend payments to common and preferred stockholders and unit holders, $2.4 million for payment of loan modification and extension fees, $150.5 million for repayments of indebtedness and capital leases, and $3.0 million for distributions to noncontrolling interests in joint ventures. These cash outlays were partially offset by cash inflows of $80.8 million from issuance of Series E preferred stock, $25.0 million in borrowings from our senior credit facility, $2.8 million from issuance of 300,000 shares of common stock, $36.4 million from the counterparties of our interest rate derivatives, and $970,000 from a large shareholder (greater than 10% of a class of equity securities) for short-swing profit and buy-in payments from executives in connection with the issuance of operating partnership units.

We are required to maintain certain financial ratios under various debt and derivative agreements. If we violate covenants in any debt or derivative agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in us being unable to borrow unused amounts under a line of credit, even if repayment of some or all borrowings is not required. In any event, financial covenants under our current or future debt obligations could impair our planned business strategies by limiting our ability to borrow (i) beyond certain amounts or (ii) for certain purposes. Presently, our existing financial debt covenants primarily relate to maintaining minimum debt coverage ratios, maintaining an overall minimum net worth, maintaining a maximum loan to value ratio, and maintaining an overall minimum total assets. As of June 30, 2012, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended.

Mortgage and mezzanine loans securing PIM Highland JV are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which

29

include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition. 

At June 30, 2012, our only recourse obligation is our $145.0 million senior credit facility held by five banks, which expires in September 2014. Currently, there is no outstanding balance on this credit facility. The primary covenants of this senior credit facility include (i) the minimum fixed charge coverage ratio, as defined, of 1.35x through expiration (ours was 1.48x at June 30, 2012); and (ii) the maximum leverage ratio, as defined, of 65% (ours was 58.3% at June 30, 2012). In the event we borrow on this credit facility, we may be unable to refinance a portion or all of this senior credit facility before maturity. However, if it becomes necessary to pay down the principal balance, if any, at maturity, we believe we will be able to accomplish that with cash on hand, cash flows from operations, equity raises, or, to the extent necessary, asset sales.

Based on our current level of operations, management believes that our cash flow from operations, our existing cash balances, and availability under our senior credit facility ($145.0 million at June 30, 2012) will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt, working capital, and capital expenditures for the next 12 months. With respect to upcoming maturities, we will continue to proactively address our upcoming 2013 maturities. No assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy. In addition, we may selectively pursue debt financing on individual properties.

We are committed to an investment strategy where we will opportunistically pursue hotel-related investments as suitable situations arise. Funds for future hotel-related investments are expected to be derived, in whole or in part, from cash on hand, future borrowings under a credit facility or other loans, or proceeds from additional issuances of common stock, preferred stock, or other securities, asset sales, and joint ventures. However, we have no formal commitment or understanding to invest in additional assets, and there can be no assurance that we will successfully make additional investments. We may, when conditions are suitable, consider additional capital raising opportunities.

Our existing hotels are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties in its market area. Competition could also affect the quality and quantity of future investment opportunities.

Dividend Policy. During the six months ended June 30, 2012 and 2011, the Board of Directors declared quarterly dividends of $0.11 and $0.10 per outstanding common share, respectively. In December 2011, the Board of Directors approved our 2012 dividend policy which anticipates a quarterly dividend payment of $0.11 per share for the remainder of 2012. However, the adoption of a dividend policy does not commit our Board of Directors to declare future dividends. The Board of Directors will continue to review our dividend policy on a quarterly basis. We may incur indebtedness to meet distribution requirements imposed on REITs under the Internal Revenue Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. Alternatively, we may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. We may pay dividends in excess of our cash flow.



30

RESULTS OF OPERATIONS

The following table summarizes changes in key line items from our consolidated statements of operations (in thousands):
 
 
Three Months Ended
June 30,
 
Favorable/
(Unfavorable)
Change
 
Six Months Ended
June 30,
 
Favorable/
(Unfavorable)
Change
 
2012
 
2011
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
$
249,133

 
$
230,099

 
$
19,034

 
$
475,020

 
$
441,889

 
$
33,131

Total hotel operating expenses
$
(157,372
)
 
$
(144,438
)
 
$
(12,934
)
 
$
(304,250
)
 
$
(282,298
)
 
$
(21,952
)
Property taxes, insurance, and other
$
(10,525
)
 
$
(11,769
)
 
$
1,244

 
$
(22,680
)
 
$
(22,656
)
 
$
(24
)
Depreciation and amortization
$
(34,184
)
 
$
(33,027
)
 
$
(1,157
)
 
$
(68,539
)
 
$
(65,804
)
 
$
(2,735
)
Impairment charges
$
(4,025
)
 
$
4,316

 
$
(8,341
)
 
$
(3,933
)
 
$
4,656

 
$
(8,589
)
Gain on insurance settlements
$
—

 
$
1,905

 
$
(1,905
)
 
$
—

 
$
1,905

 
$
(1,905
)
Transaction acquisition costs
$
—

 
$
(406
)
 
$
406

 
$
—

 
$
818

 
$
(818
)
Corporate, general, and administrative
$
(11,930
)
 
$
(11,005
)
 
$
(925
)
 
$
(22,176
)
 
$
(24,888
)
 
$
2,712

Operating income
$
31,097

 
$
35,675

 
$
(4,578
)
 
$
53,442

 
$
53,622

 
$
(180
)
Equity in earnings (loss) of unconsolidated joint ventures
$
23

 
$
(2,301
)
 
$
2,324

 
$
(10,281
)
 
$
25,824

 
$
(36,105
)
Interest income
$
22

 
$
23

 
$
(1
)
 
$
54

 
$
59

 
$
(5
)
Other income
$
6,703

 
$
18,157

 
$
(11,454
)
 
$
14,317

 
$
66,160

 
$
(51,843
)
Interest expense and amortization of loan costs
$
(36,589
)
 
$
(34,808
)
 
$
(1,781
)
 
$
(71,794
)
 
$
(69,386
)
 
$
(2,408
)
Unrealized gain on investments
$
1,628

 
$
39

 
$
1,589

 
$
3,413

 
$
39

 
$
3,374

Unrealized loss on derivatives
$
(7,458
)
 
$
(17,733
)
 
$
10,275

 
$
(17,399
)
 
$
(34,550
)
 
$
17,151

Income tax expense
$
(1,366
)
 
$
(285
)
 
$
(1,081
)
 
$
(2,245
)
 
$
(1,329
)
 
$
(916
)
Income (loss) from continuing operations
$
(5,940
)
 
$
(1,233
)
 
$
(4,707
)
 
$
(30,493
)
 
$
40,439

 
$
(70,932
)
Loss from discontinued operations
$
—

 
$
(6,029
)
 
$
6,029

 
$
—

 
$
(3,819
)
 
$
3,819

Net income (loss)
$
(5,940
)
 
$
(7,262
)
 
$
1,322

 
$
(30,493
)
 
$
36,620

 
$
(67,113
)
(Income) loss from consolidated joint ventures
 
 
 
 


 
 
 
 
 
 
     attributable to noncontrolling interests
$
(54
)
 
$
(438
)
 
$
384

 
$
224

 
$
(1,369
)
 
$
1,593

Net (income) loss attributable to redeemable noncontrolling
 
 
 
 


 
 
 
 
 
 
     interests in operating partnership
$
1,180

 
$
3,389

 
$
(2,209
)
 
$
4,238

 
$
(1,729
)
 
$
5,967

Net income (loss) attributable to the Company
$
(4,814
)
 
$
(4,311
)
 
$
(503
)
 
$
(26,031
)
 
$
33,522

 
$
(59,553
)

The following table illustrates key performance indicators for the 96 hotel properties (“comparable hotels”) included in continuing operations that we have owned throughout the entire three and six months ended June 30, 2012 and 2011:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
RevPar (revenue per available room)
$
106.40

 
$
100.22

 
$
101.01

 
$
96.23

Occupancy
78.16
%
 
76.34
%
 
74.57
%
 
73.11
%
ADR (average daily rate)
$
136.13

 
$
131.28

 
$
135.46

 
$
131.69


Comparison of the Three Months Ended June 30, 2012 and 2011

Revenue. Rooms revenue for the three months ended June 30, 2012 (the “2012 quarter”) increased $17.1 million, or 9.7%, to $194.2 million from $177.0 million for the three months ended June 30, 2011 (the “2011 quarter”). The increase in rooms revenue was partially due to the continued improvements in occupancy coupled with an increase in average daily rate at our comparable hotels. During the 2012 quarter, we experienced a 182 basis-points increase in occupancy and a 3.7% increase in room rates as the economy continues to improve. Food and beverage experienced a similar increase of $3.2 million, or 7.7%, due to improved occupancy. Other revenue, which consists mainly of telecommunications, parking, spa, and golf fees, experienced a slight increase of $200,000. In addition, in the 2012 quarter, hotel revenue increased by $5.9 million related to the assignment to us of the remaining 11% ownership interest in a joint venture which previously held a hotel property under a triple-net lease in December 2011. Rental income from the triple-net operating lease decreased $1.5 million for the same reason. Asset management

31

fees and other were $77,000 and $80,000 for the 2012 quarter and the 2011 quarter, respectively.

Hotel Operating Expenses. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. We experienced increases of $5.3 million in direct expenses and $7.7 million in indirect expenses and management fees in the 2012 quarter. The increase in these expenses is primarily attributable to higher occupancy and higher management fees resulting from increased hotel revenues and higher sales and marketing expenses. In addition, the consolidation of the previously mentioned triple-net lease hotel property contributed $4.6 million to the increase in total hotel operating expenses during the 2012 quarter. Direct expenses were 28.8% of total hotel revenue for both the 2012 quarter and the 2011 quarter.

Property Taxes, Insurance, and Other. Property taxes, insurance, and other decreased $1.2 million for the 2012 quarter to $10.5 million primarily due to lower premiums for insurance policies.

Depreciation and Amortization. Depreciation and amortization increased $1.2 million for the 2012 quarter compared to the 2011 quarter primarily due to capital improvements made at certain hotel properties since June 30, 2011.

Impairment Charges. In the second quarter of 2012, we recognized an impairment charge of $4.1 million related to our Hilton hotel property in Tucson, Arizona. In addition, we recorded credits to impairment charges of $95,000 and $4.3 million for the 2012 quarter and 2011 quarter, respectively, for cash received and resulting valuation adjustments on previously impaired mezzanine loans.

Transaction Acquisition Costs. In the 2011 quarter, we incurred transaction acquisition costs of $406,000 relating to certain costs for the acquisition of a 71.74% interest in PIM Highland JV and the acquisition of real estate and other rights in the WorldQuest Resort condominium project.

Corporate, General, and Administrative. Corporate, general, and administrative expenses increased to $11.9 million for the 2012 quarter compared to $11.0 million for the 2011 quarter. This increase is primarily attributable a $677,000 increase in non-cash equity-based compensation due to the higher expense recognized on restricted stock/unit-based awards granted in 2012 and 2011 at a higher cost per share. Aside from this, corporate, general, and administrative expenses increased $248,000 during the 2012 quarter compared to the 2011 quarter.

Equity in Earnings (Loss) of Unconsolidated Joint Ventures. We recorded equity in earnings (loss) of unconsolidated joint ventures of $23,000 and ($2.3 million) for the 2012 quarter and the 2011 quarter, respectively. This favorable variance is primarily attributable to margin improvements experienced at PIM Highland JV.

Interest Income. Interest income was $22,000 and $23,000 for the 2012 quarter and the 2011 quarter, respectively.

Other Income. Other income represents income from non-hedge interest rate swaps, floors, and flooridors of $8.0 million and $18.2 million for the 2012 quarter and the 2011 quarter, respectively. This decrease is primarily attributable to derivatives that have expired since March 31, 2011. For the 2012 quarter, other income also included $1.3 million of realized loss on investments in securities and other.

Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs increased $1.8 million to $36.6 million for the 2012 quarter from $34.8 million for the 2011 quarter. The increase is primarily due to an increase in weighted average interest rate.

Unrealized Gain on Investments. Unrealized gain on investments of $1.6 million and $39,000 for the 2012 quarter and the 2011 quarter, respectively, are based on closing market prices or, if derivatives, overall security market fluctuations.

Unrealized Loss on Derivatives. For the 2012 quarter, we recorded an unrealized loss of $7.5 million, consisting of $7.9 million related to interest-rate derivatives partially offset by a $487,000 gain related to credit default swaps. In the 2011 quarter, we recorded an unrealized loss of $17.7 million related to interest-rate derivatives. The fair value of interest-rate derivatives is primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of credit default swaps, which we entered into in August 2011, is based on the change in value of CMBX indices.

Income Tax Expense. We recorded income tax expense of $1.4 million and $285,000 for the 2012 quarter and the 2011 quarter, respectively. The increase in income tax expense is primarily due to increased profitability in our two largest TRS subsidiaries. In addition, during the second quarter, we incurred incremental deferred tax expense in order to record a valuation

32

allowance to fully reserve the deferred tax asset for one of our TRS subsidiaries. As a result of large consolidated pretax losses in 2009 and 2010, we believe that it is more likely than not this subsidiary's net deferred tax will not be realized.

Loss from Discontinued Operations. No hotels were considered discontinued operations for the 2012 quarter. For the 2011 quarter, loss from discontinued operations was $6.0 million related to four hotel properties, including the JW Marriott San Francisco in California, the Hilton Rye Town in New York, and the Hampton Inn Houston in Texas, which were sold in the first quarter of 2011, and the Hampton Inn hotel in Jacksonville, Florida, which was sold in the third quarter of 2011 and includes an impairment charge of $6.2 million.

(Income) Loss from Consolidated Joint Ventures Attributable to Noncontrolling Interests. Noncontrolling interest partners in consolidated joint ventures were allocated (income) loss of ($54,000) and ($438,000) during the 2012 quarter and the 2011 quarter, respectively.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net (income) loss of $1.2 million and $3.4 million in the 2012 quarter and the 2011 quarter, respectively. Redeemable noncontrolling interests represented ownership interests of 12.4% in the operating partnership at both June 30, 2012 and June 30, 2011. The decrease was primarily due to the issuance of additional shares of our common stock and grants of equity-based compensation since June 30, 2011.

Comparison of the Six Months Ended June 30, 2012 and 2011

Revenue. Rooms revenue for the six months ended June 30, 2012 (the “2012 period”) increased $28.9 million, or 8.5%, to $368.7 million from $339.8 million for the six months ended June 30, 2011 (the “2011 period”). The increase in rooms revenue was partially due to the continued improvements in occupancy coupled with an increase in average daily rate at our comparable hotels. During the 2012 period, we experienced a 146 basis-points increase in occupancy and a 2.9% increase in room rates as the economy continues to improve. Food and beverage experienced a similar increase of $6.5 million, or 8.1%, due to improved occupancy. Other revenue, which consists mainly of telecommunications, parking, spa, and golf fees, experienced a slight increase of $416,000. In addition, in the 2012 period, hotel revenue increased by $1.2 million and $9.8 million related to the acquisition of WorldQuest condominium properties in March 2011 and the assignment to us of the remaining 11% ownership interest in a joint venture which previously held a hotel property under a triple-net lease in December 2011, respectively. Rental income from the triple-net operating lease decreased $2.7 million for the same reason. Asset management fees and other were $152,000 and $148,000 for the 2012 period and the 2011 period, respectively.

Hotel Operating Expenses. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. We experienced increases of $10.1 million in direct expenses and $11.8 million in indirect expenses and management fees in the 2012 period. The increase in these expenses is primarily attributable to higher occupancy and higher management fees resulting from increased hotel revenues and higher sales and marketing expenses. In addition, WorldQuest condominium properties and the consolidation of the previously mentioned triple-net lease hotel property contributed $792,000 and $8.2 million, respectively, to the increase in total hotel operating expenses during the 2012 period. Direct expenses were 29.5% and 29.4% of total hotel revenue for the 2012 period and the 2011 period, respectively.

Property Taxes, Insurance, and Other. Property taxes, insurance, and other increased $24,000 for the 2012 period to $22.7 million. The increase is primarily due to a) a $1.4 million increase in property taxes resulting from refunds and reductions in the 2011 period related to successful appeals and increased property value assessments related to certain hotels in the 2012 period and b) a gain of $244,000 recognized on an insurance settlement in 2011. These increases were partially offset by decreased insurance expense of $1.6 million resulting from lower premiums for insurance policies.

Depreciation and Amortization. Depreciation and amortization increased $2.7 million for the 2012 period compared to the 2011 period primarily due to capital improvements made at certain hotel properties since June 30, 2011.

Impairment Charges. In the second quarter of 2012, we recognized an impairment charge of $4.1 million related to our Hilton hotel property in Tucson, Arizona. In addition, we recorded credits to impairment charges of $187,000 and $4.7 million for the 2012 period and 2011 period, respectively, for cash received and resulting valuation adjustments on previously impaired mezzanine loans.

Transaction Acquisition Costs. In 2011, we recorded a net credit to transaction acquisition costs of $818,000. We were reimbursed $1.2 million by the joint venture relating to certain costs for the acquisition of a 71.74% interest in PIM Highland JV

33

and incurred an additional $135,000 for the acquisition. In addition, we incurred $271,000 for the acquisition of real estate and other rights in the WorldQuest Resort condominium project.

Corporate, General, and Administrative. Corporate, general, and administrative expenses decreased $2.7 million to $22.2 million for the 2012 period compared to $24.9 million for the 2011 period. This decrease was primarily attributable to $6.9 million in legal costs associated with a litigation settlement in 2011, which was partially offset by a $4.0 million increase in non-cash equity-based compensation primarily due to the higher expense recognized on restricted stock/unit-based awards granted in 2012 and 2011 at a higher cost per share.

Equity in Earnings (Loss) of Unconsolidated Joint Ventures. We recorded equity in earnings (loss) of unconsolidated joint ventures of ($10.3 million) and $25.8 million for the 2012 period and the 2011 period, respectively. Included in the 2011 period was a gain of $75.4 million recognized by PIM Highland JV at acquisition, of which our share was $43.2 million, and $18.3 million of transaction costs recorded for the acquisition. Excluding the gain and transaction costs, our equity loss would have been $4.3 million for the 2011 period.

Interest Income. Interest income was $54,000 and $59,000 for the 2012 period and the 2011 period, respectively.

Other Income. Other income was $14.3 million and $66.2 million for the 2012 period and the 2011 period, respectively. Income from the non-hedge interest rate swaps, floors, and flooridors accounted for $15.9 million and $36.2 million of the 2012 period and the 2011 period, respectively. This decrease is primarily attributable to derivatives that have expired since December 31, 2010. For the 2012 period, other income included $1.7 million of realized loss on investments in securities and other. For the 2011 period, other income included a gain of $30.0 million recognized from a litigation settlement.

Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs increased $2.4 million to $71.8 million for the 2012 period from $69.4 million for the 2011 period. The increase is primarily due to an increase in weighted average interest rate and increased amortization of loan costs of $311,000.

Unrealized Gain on Investments. Unrealized gain on investments of $3.4 million and $39,000 for the 2012 period and the 2011 period, respectively, are based on closing market prices or, if derivatives, overall security market fluctuations.

Unrealized Loss on Derivatives. For the 2012 period, we recorded an unrealized loss of $17.4 million, consisting of $15.7 million related to interest-rate derivatives and $1.7 million related to credit default swaps. In the 2011 period, we recorded an unrealized loss of $34.6 million related to interest-rate derivatives. The fair value of interest-rate derivatives is primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of credit default swaps, which we entered into in August 2011, is based on the change in value of CMBX indices.

Income Tax Expense. We recorded income tax expense of $2.2 million and $1.3 million for the 2012 period and the 2011 period, respectively. The increase in income tax expense is primarily due to increased profitability in our two largest TRS subsidiaries. In addition, during the second quarter, we incurred incremental deferred tax expense in order to record a valuation allowance to fully reserve the deferred tax asset for one of our TRS subsidiaries. As a result of large consolidated pretax losses in 2009 and 2010, we believe that it is more likely than not this subsidiary's net deferred tax will not be realized.

Loss from Discontinued Operations. No hotels were considered discontinued operations for the 2012 period. For the 2011 period, loss from discontinued operations was $3.8 million related to four hotel properties, which included a net gain of $3.0 million related to sales of the JW Marriott San Francisco in California, the Hilton Rye Town in New York, and the Hampton Inn Houston in Texas, which were sold in the first quarter of 2011, and an impairment charge of $6.2 million related to the Hampton Inn hotel in Jacksonville, Florida, which was sold in the third quarter of 2011.

(Income) Loss from Consolidated Joint Ventures Attributable to Noncontrolling Interests. Noncontrolling interest partners in consolidated joint ventures were allocated (income) loss of $224,000 and ($1.4 million) during the 2012 period and the 2011 period, respectively. In the 2011 period, we recorded a gain of $2.1 million from the sale of the Hampton Inn hotel in Houston, Texas, that was held by a joint venture.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net (income) loss of $4.2 million and ($1.7 million) in the 2012 period and the 2011 period, respectively. Redeemable noncontrolling interests represented ownership interests of 12.4% in the operating partnership at both June 30, 2012 and June 30, 2011. The decrease was primarily due to the issuance of additional shares of our common stock and grants of equity-based compensation since June 30, 2011.

34


SEASONALITY

Our properties' operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months and some during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. We anticipate that our cash flows from the operations of our properties will be sufficient to enable us to make quarterly distributions to maintain our REIT status. To the extent that cash flows from operations are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize other cash on hand or borrowings to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE-SHEET ARRANGEMENTS

There have been no material changes since December 31, 2011, outside of the ordinary course of business, to contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2011 Form 10-K. We currently have no off-balance-sheet arrangements with any party nor do we anticipate any such arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2012. There have been no material changes in these critical accounting policies.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2011, the FASB issued accounting guidance to clarify how to determine whether a reporting entity should derecognize the in-substance real estate upon loan defaults when it ceases to have a controlling interest in a subsidiary that is in-substance real estate. Under this guidance, a reporting entity would not satisfy the requirements to derecognize the in-substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related non-recourse indebtedness. That is, even if the reporting entity ceases to have a controlling financial interest, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. The new accounting guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. We will adopt the new derecognition requirements when a derecognition event occurs and do not expect the adoption will have a material impact on our financial position and results of operations.

In December 2011, the FASB issued accounting guidance to require disclosures about offsetting assets and liabilities. Entities are required to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities-borrowing and securities-lending arrangements. The new accounting guidance is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013 and the disclosures should be reported retrospectively for all comparative periods presented. We do not expect any material impact on our financial position and results of operations from the adoption of this accounting guidance but will make the required additional disclosures upon adoption.

NON-GAAP FINANCIAL MEASURES

The following non-GAAP presentations of EBITDA, Adjusted EBITDA, FFO, and Adjusted FFO are made to assist our investors in evaluating our operating performance.

EBITDA is defined as net income (loss) attributable to the Company before interest expense, interest income other than interest income from mezzanine loans, income taxes, depreciation and amortization, impairment of assets, and noncontrolling interests in the operating partnership. We adjust EBITDA to exclude certain additional items such as gains or losses on sales of properties, write-off of loan costs, premiums, and exit fees, acquisition-related costs, non-cash items, and various other items which are detailed in the following table. We present EBITDA and Adjusted EBITDA because we believe these measurements a) more accurately reflect the ongoing performance of our hotel assets and other investments, b) provide more useful information to investors as indicators of our ability to meet our future debt payment and working capital requirements, and c) provide an overall

35

evaluation of our financial condition. EBITDA and Adjusted EBITDA as calculated by us may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that do not define EBITDA and Adjusted EBITDA exactly as we define the terms. EBITDA and Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA (in thousands):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
Net income (loss)
$
(5,940
)
 
$
(7,262
)
 
$
(30,493
)
 
$
36,620

(Income) loss from consolidated joint ventures attributable to noncontrolling interests
(54
)
 
(438
)
 
224

 
(1,369
)
 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
1,180

 
3,389

 
4,238

 
(1,729
)
 Net income (loss) attributable to the Company
(4,814
)
 
(4,311
)
 
(26,031
)
 
33,522

 Interest income
(22
)
 
(23
)
 
(54
)
 
(59
)
 Interest expense and amortization of loan costs
36,239

 
34,346

 
71,090

 
69,162

 Depreciation and amortization
33,434

 
32,402

 
67,017

 
64,563

 Impairment charges
4,025

 
1,921

 
3,933

 
1,581

 Income tax expense
1,366

 
285

 
2,245

 
1,414

 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership
(1,180
)
 
(3,389
)
 
(4,238
)
 
1,729

 Equity in (earnings) loss of unconsolidated joint ventures
(23
)
 
2,301

 
10,281

 
(25,824
)
 Company's portion of EBITDA of unconsolidated joint ventures
25,116

 
21,864

 
39,680

 
67,909

EBITDA
94,141

 
85,396

 
163,923

 
213,997

 Amortization of unfavorable management contract liabilities
(565
)
 
(565
)
 
(1,129
)
 
(1,129
)
Gain on sale/disposition of properties
—

 
(158
)
 
—

 
(2,961
)
 Non-cash gain on insurance settlements
—

 
(1,157
)
 
—

 
(1,157
)
 Write-off of loan costs, premiums, and exit fees, net
—

 
—

 
—

 
948

 Other income (1)
(6,703
)
 
(18,157
)
 
(14,317
)
 
(66,160
)
 Transaction acquisition costs
—

 
406

 
—

 
(818
)
 Legal costs related to litigation settlements (2)
1,467

 
1,375

 
1,707

 
6,875

 Unrealized gain on investments
(1,628
)
 
(39
)
 
(3,413
)
 
(39
)
 Unrealized loss on derivatives
7,458

 
17,733

 
17,399

 
34,550

 Equity-based compensation
4,223

 
3,546

 
9,369

 
5,360

 Company's portion of adjustments to EBITDA of unconsolidated joint ventures
49

 
1,217

 
144

 
(39,794
)
Adjusted EBITDA
$
98,442

 
$
89,597

 
$
173,683

 
$
149,672


(1) 
Other income primarily consisting of income from interest rate derivatives in both periods, net realized loss on investments in securities and other in 2012, and a $30 million gain from a litigation settlement in 2011 are excluded from Adjusted EBITDA.
(2) 
Legal costs associated with litigation settlements are excluded from Adjusted EBITDA.

Funds From Operations (“FFO”) is calculated on the basis defined by the National Association of Real Estate Investment Trusts (“NAREIT”), which is net income (loss), computed in accordance with GAAP, excluding gains or losses on sales of properties, asset impairment adjustments, and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated joint ventures and noncontrolling interests in the operating partnership. Adjustments for unconsolidated joint ventures are calculated to reflect funds from operations on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO ("AFFO") excludes write-off of loan costs, premiums, and exit fees, acquisition-related costs, dividends on our Series B-1 preferred stock, which was outstanding during the quarter-ended June 30, 2011, non-cash items, our share of adjustments to FFO related to unconsolidated joint ventures, and various other items as detailed in the following table. We consider FFO and AFFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO and AFFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it

36

indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and AFFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.

The following table reconciles net income (loss) to FFO and Adjusted FFO available to common shareholders (in thousands):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
Net income (loss)
$
(5,940
)
 
$
(7,262
)
 
$
(30,493
)
 
$
36,620

 (Income) loss from consolidated joint ventures attributable to noncontrolling interests
(54
)
 
(438
)
 
224

 
(1,369
)
 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
1,180

 
3,389

 
4,238

 
(1,729
)
 Preferred dividends
(8,490
)
 
(24,771
)
 
(16,822
)
 
(31,326
)
 Net income (loss) attributable to common shareholders
(13,304
)
 
(29,082
)
 
(42,853
)
 
2.196

 Depreciation and amortization of real estate
33,374

 
32,340

 
66,892

 
64,439

Impairment charges
4,025

 
1,921

 
3,933

 
1,581

Gain on sale/disposition of properties
—

 
(158
)
 
—

 
(2,961
)
 Non-cash gain on insurance settlements

—

 
(1,157
)
 
—

 
(1,157
)
 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership
(1,180
)
 
(3,389
)
 
(4,238
)
 
1,729

 Equity in (earnings) loss of unconsolidated joint ventures
(23
)
 
2,301

 
10,281

 
(25,824
)
 Company's portion of FFO of unconsolidated joint ventures
12,955

 
9,974

 
15,410

 
(999
)
FFO available to common shareholders
35,847

 
12,750

 
49,425

 
39,004

 Dividends on convertible preferred stock
—

 
350

 
—

 
1,374

 Write-off of loan costs, premiums, and exit fees, net
—

 
—

 
—

 
948

 Transaction acquisition costs
—

 
406

 
—

 
(818
)
 Legal costs related to litigation settlements (2)
1,467

 
1,375

 
1,707

 
6,875

 Other income (1)
1,303

 
—

 
1,681

 
(30,000
)
 Unrealized gain on investments
(1,628
)
 
(39
)
 
(3,413
)
 
(39
)
 Unrealized loss on derivatives
7,458

 
17,733

 
17,399

 
34,550

 Non-cash dividends on Series B-1 preferred stock

—

 
17,363

 
—

 
17,363

 Equity-based compensation adjustment for modified employment terms
(511
)
 
—

 
480

 
—

 Company's portion of adjustments to FFO of unconsolidated joint ventures
49

 
1,217

 
144

 
14,278

Adjusted FFO available to common shareholders
$
43,985

 
$
51,155

 
$
67,423

 
$
83,535


(1) Other income in 2012 primarily represents net realized loss on investments in securities and other which is excluded from Adjusted FFO.
Other income in 2011 represents a gain from a litigation settlement which is excluded from Adjusted FFO.
(2) 
Legal costs associated with litigation settlements are excluded from Adjusted FFO.


37

HOTEL PORTFOLIO

The following table presents certain information related to our hotel properties as of June 30, 2012:
Hotel Property 
Location 
Service Type
Total Rooms 
% Owned
Owned Rooms
Fee Simple Properties
 
 
 
 
Embassy Suites
Austin, TX
Full service
150

100
%
150

Embassy Suites
Dallas, TX
Full service
150

100
%
150

Embassy Suites
Herndon, VA
Full service
150

100
%
150

Embassy Suites
Las Vegas, NV
Full service
220

100
%
220

Embassy Suites
Syracuse, NY
Full service
215

100
%
215

Embassy Suites
Flagstaff, AZ
Full service
119

100
%
119

Embassy Suites
Houston, TX
Full service
150

100
%
150

Embassy Suites
West Palm Beach, FL
Full service
160

100
%
160

Embassy Suites
Philadelphia, PA
Full service
263

100
%
263

Embassy Suites
Walnut Creek, CA
Full service
249

100
%
249

Embassy Suites
Arlington, VA
Full service
267

100
%
267

Embassy Suites
Portland, OR
Full service
276

100
%
276

Embassy Suites
Santa Clara, CA
Full service
257

100
%
257

Embassy Suites
Orlando, FL
Full service
174

100
%
174

Hilton Garden Inn
Jacksonville, FL
Select service
119

100
%
119

Hilton
Houston, TX
Full service
243

100
%
243

Hilton
St. Petersburg, FL
Full service
333

100
%
333

Hilton
Santa Fe, NM
Full service
157

100
%
157

Hilton
Bloomington, MN
Full service
300

100
%
300

Hilton
Washington DC
Full service
544

75
%
408

Hilton
Costa Mesa, CA
Full service
486

100
%
486

Hilton
Tucson, AZ
Full service
428

100
%
428

Homewood Suites
Mobile, AL
Select service
86

100
%
86

Hampton Inn
Lawrenceville, GA
Select service
86

100
%
86

Hampton Inn
Evansville, IN
Select service
141

100
%
141

Hampton Inn
Terre Haute, IN
Select service
112

100
%
112

Hampton Inn
Buford, GA
Select service
92

100
%
92

Marriott
Durham, NC
Full service
225

100
%
225

Marriott
Arlington, VA
Full service
697

100
%
697

Marriott
Seattle, WA
Full service
358

100
%
358

Marriott
Bridgewater, NJ
Full service
347

100
%
347

Marriott
Plano, TX
Full service
404

100
%
404

Marriott
Dallas, TX
Full service
266

100
%
266

SpringHill Suites by Marriott
Jacksonville, FL
Select service
102

100
%
102

SpringHill Suites by Marriott
Baltimore, MD
Select service
133

100
%
133

SpringHill Suites by Marriott
Kennesaw, GA
Select service
90

100
%
90

SpringHill Suites by Marriott
Buford, GA
Select service
96

100
%
96

SpringHill Suites by Marriott
Gaithersburg, MD
Select service
162

100
%
162

SpringHill Suites by Marriott
Centreville, VA
Select service
136

100
%
136

SpringHill Suites by Marriott
Charlotte, NC
Select service
136

100
%
136

SpringHill Suites by Marriott
Durham, NC
Select service
120

100
%
120

SpringHill Suites by Marriott
Orlando, FL
Select service
400

100
%
400

SpringHill Suites by Marriott
Manhattan Beach, CA
Select service
164

100
%
164

SpringHill Suites by Marriott
Plymouth Meeting, PA
Select service
199

100
%
199

SpringHill Suites by Marriott
Glen Allen, VA
Select service
136

100
%
136

Fairfield Inn by Marriott
Kennesaw, GA
Select service
87

100
%
87

Fairfield Inn by Marriott
Orlando, FL
Select service
388

100
%
388


38

Courtyard by Marriott
Bloomington, IN
Select service
117

100
%
117

Courtyard by Marriott
Columbus, IN
Select service
90

100
%
90

Courtyard by Marriott
Louisville, KY
Select service
150

100
%
150

Courtyard by Marriott
Crystal City, VA
Select service
272

100
%
272

Courtyard by Marriott
Ft. Lauderdale, FL
Select service
174

100
%
174

Courtyard by Marriott
Overland Park, KS
Select service
168

100
%
168

Courtyard by Marriott
Palm Desert, CA
Select service
151

100
%
151

Courtyard by Marriott
Foothill Ranch, CA
Select service
156

100
%
156

Courtyard by Marriott
Alpharetta, GA
Select service
154

100
%
154

Courtyard by Marriott
Philadelphia, PA
Select service
498

100
%
498

Courtyard by Marriott
Seattle, WA
Select service
250

100
%
250

Courtyard by Marriott
San Francisco, CA
Select service
405

100
%
405

Courtyard by Marriott
Orlando, FL
Select service
312

100
%
312

Courtyard by Marriott
Oakland, CA
Select service
156

100
%
156

Courtyard by Marriott
Scottsdale, AZ
Select service
180

100
%
180

Courtyard by Marriott
Plano, TX
Select service
153

100
%
153

Courtyard by Marriott
Edison, NJ
Select service
146

100
%
146

Courtyard by Marriott
Newark, CA
Select service
181

100
%
181

Courtyard by Marriott
Manchester, CT
Select service
90

85
%
77

Courtyard by Marriott
Basking Ridge, NJ
Select service
235

100
%
235

Marriott Residence Inn
Lake Buena Vista, FL
Select service
210

100
%
210

Marriott Residence Inn
Evansville, IN
Select service
78

100
%
78

Marriott Residence Inn
Orlando, FL
Select service
350

100
%
350

Marriott Residence Inn
Falls Church, VA
Select service
159

100
%
159

Marriott Residence Inn
San Diego, CA
Select service
150

100
%
150

Marriott Residence Inn
Salt Lake City, UT
Select service
144

100
%
144

Marriott Residence Inn
Palm Desert, CA
Select service
130

100
%
130

Marriott Residence Inn
Las Vegas, NV
Select service
256

100
%
256

Marriott Residence Inn
Phoenix, AZ
Select service
200

100
%
200

Marriott Residence Inn
Plano, TX
Select service
126

100
%
126

Marriott Residence Inn
Newark, CA
Select service
168

100
%
168

Marriott Residence Inn
Manchester, CT
Select service
96

85
%
82

Marriott Residence Inn Buckhead
Atlanta, GA
Select service
150

100
%
150

Marriott Residence Inn
Jacksonville, FL
Select service
120

100
%
120

TownePlace Suites by Marriott
Manhattan Beach, CA
Select service
144

100
%
144

One Ocean
Atlantic Beach, FL
Full service
193

100
%
193

Sheraton Hotel
Langhorne, PA
Full service
187

100
%
187

Sheraton Hotel
Minneapolis, MN
Full service
222

100
%
222

Sheraton Hotel
Indianapolis, IN
Full service
371

100
%
371

Sheraton Hotel
Anchorage, AK
Full service
370

100
%
370

Sheraton Hotel
San Diego, CA
Full service
260

100
%
260

Hyatt Regency
Coral Gables, FL
Full service
242

100
%
242

Crowne Plaza
Beverly Hills, CA
Full service
260

100
%
260

Annapolis Historic Inn
Annapolis, MD
Full service
124

100
%
124

Air Rights/Ground Lease Properties
 
 
 
 
Doubletree Guest Suites
Columbus, OH
Full service
194

100
%
194

Hilton
Ft. Worth, TX
Full service
294

100
%
294

Hilton
La Jolla, CA
Full service
394

75
%
296

Crowne Plaza
Key West, FL
Full service
160

100
%
160

Renaissance
Tampa, FL
Full service
293

100
%
293

Total
 
 
20,656

 
20,395


39


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments and our derivatives portfolio that bear interest at variable rates that fluctuate with market interest rates. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. There have been no material changes to the below analysis since December 31, 2011.

At June 30, 2012, our total indebtedness of $2.3 billion included $481.4 million of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at June 30, 2012 would be approximately $1.1 million per year. Interest rate changes will have no impact on the remaining $1.8 billion of fixed-rate debt.

The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed at June 30, 2012, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

We primarily use interest rate derivatives to capitalize on the historical correlation between changes in LIBOR and RevPAR. We have entered into various interest rate swap, cap, floor, and flooridor transactions that were not designated as hedges. Changes in fair market values of these transactions are noncash items and recorded in earnings. These interest rate derivatives have resulted in total income of approximately $212.0 million from their inception in 2008 through June 30, 2012. Based on the LIBOR rates in effect on June 30, 2012, these derivatives are expected to result in income of approximately $16.1 million for the remainder of 2012.

In August 2011, we entered into credit default swap transactions for a notional amount of $100.0 million to hedge financial and capital market risk for an upfront cost of $8.2 million that was subsequently returned to us as collateral by our counterparty. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation.  The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments.  If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses.  The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity).  For all CMBX trades completed to date, we were the buyer of protection.  Credit default swaps are subject to master netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades is approximately $8.5 million.
 
ITEM 4.
CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of June 30, 2012 (“Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

We are currently subject to litigation arising in the normal course of our business. In the opinion of management, none of these lawsuits or claims against us, either individually or in the aggregate, is likely to have a material adverse effect on our business, results of operations, or financial condition. In addition, we believe we have adequate insurance in place to cover such litigation.


ITEM 1A.
RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. At June 30, 2012, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2011.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.    



ITEM 6.
EXHIBITS

Exhibit
 
Description
3.1
 
Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 of Form S-11/A, filed on July 31, 2003)
 
 
 
 
3.2
 
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K, filed on November 12, 2010)
 
 
 
 
12.0*
 
Statement Regarding Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends

 
 
 
 
31.1*
 
Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended

 
 
 
 
31.2*
 
Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended

 
 
 
 
32.1*
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
 
 
 
32.2*
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
 
 
 
The following materials from the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iii) Consolidated Statement of Cash Flows; and (iv) Notes to the Consolidated Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 
 
101.INS
 
XBRL Instance Document
Submitted electronically with this report.
101.SCH
 
XBRL Taxonomy Extension Schema Document
Submitted electronically with this report.
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
Submitted electronically with this report.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
Submitted electronically with this report.
101.LAB
 
XBRL Taxonomy Label Linkbase Document.
Submitted electronically with this report.
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document.
Submitted electronically with this report.
___________________________________
* Filed herewith.

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:
August 3, 2012
By:
/s/ MONTY J. BENNETT
 
 
Monty J. Bennett
 
 
Chief Executive Officer
 
 
 
 
Date:
August 3, 2012
By:
/s/ DAVID J. KIMICHIK
 
 
David J. Kimichik
 
 
Chief Financial Officer

43